Clive Meanwell - Mar 28, 2022 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role
Other*
Signature
/s/ Clive Meanwell
Stock symbol
IVVD
Transactions as of
Mar 28, 2022
Transactions value $
$0
Form type
3
Date filed
3/30/2022, 09:57 PM
Previous filing
Dec 20, 2021
Next filing
Jun 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IVVD Common Stock 1.2M Mar 28, 2022 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is not being filed in connection with the acquisition or disposition of any securities of the Issuer.
F2 The Reporting Person directly holds 521,858 shares of Common Stock. A further 359,662 shares of Common Stock are held directly by Population Health Equity Partners III, L.P. ("PH III") and a further 320,160 shares of Common Stock are held directly by Population Health Equity Partners VII, L.P. ("PH VII"). PH III is controlled by Population Health Equity Partners III GP, LLC ("PH III GP"), its general partner, and PH VII is controlled by Population Health Equity Partners VII GP, LLC ("PH VII GP"), its general partner. Clive Meanwell and Christopher Cox are the managing members of both PH III GP and PH VII GP and may be deemed to have shared voting and dispositive power with respect to the Common Stock held directly by PH III and PH VII. The Reporting Person disclaims beneficial ownership of the shares held by PH III and PH VII, except to the extent of his pecuniary interests therein, if any. Such other persons are filing a separate Form 3.
F3 On March 28, 2022, PH III, PH VII and Clive Meanwell ("PH") and (i) Mithril II LP ("Mithril"), (ii) M28 Capital Management LP (together with certain of its affiliates, "M28"), (iii) Polaris Venture Partners V, L.P. and certain affiliates (collectively, "Polaris") and (iv) Adimab, LLC, orally agreed to coordinate and cooperate in certain of their activities with regard to the Issuer, which agreement was subsequently memorialized, also on March 28, 2022, in an email circulated among representatives of such persons. That agreement provides that each such person will vote its shares of Common Stock in favor of the election of certain director nominees at the Issuer's 2022 annual meeting. By virtue of such agreement, the forgoing persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of such persons.
F4 The Reporting Person expressly disclaims beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among Population Health, Mithril, M28, Polaris and Adimab, LLC, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3 in which they have a direct pecuniary interest. This filing shall not be deemed an admission that the Reporting Person is a 10% shareholder for purposes of Section 16 of the Exchange Act.