0001140361-22-042081.txt : 20221117
0001140361-22-042081.hdr.sgml : 20221117
20221117163027
ACCESSION NUMBER: 0001140361-22-042081
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221115
FILED AS OF DATE: 20221117
DATE AS OF CHANGE: 20221117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP
CENTRAL INDEX KEY: 0001103804
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398810
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 212-672-7050
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HALVORSEN OLE ANDREAS
CENTRAL INDEX KEY: 0001133006
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398805
MAIL ADDRESS:
STREET 1: C/O VIKING GLOBAL INVESTORS LP
STREET 2: 280 PARK AVE 35TH
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ott David C.
CENTRAL INDEX KEY: 0001621842
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398804
MAIL ADDRESS:
STREET 1: C/O VIKING GLOBAL INVESTORS LP
STREET 2: 280 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Portfolio GP LLC
CENTRAL INDEX KEY: 0001629472
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398807
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-863-5000
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER NAME:
FORMER CONFORMED NAME: VGO Portfolio GP LLC
DATE OF NAME CHANGE: 20141230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Parent GP LLC
CENTRAL INDEX KEY: 0001886738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398808
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-863-5000
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities Illiquid Investments Sub-Master LP
CENTRAL INDEX KEY: 0001629482
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398809
BUSINESS ADDRESS:
STREET 1: MORGAN STANLEY SERVICES (CAYMAN)
STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
BUSINESS PHONE: 441-295-9166
MAIL ADDRESS:
STREET 1: MORGAN STANLEY SERVICES (CAYMAN)
STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
FORMER NAME:
FORMER CONFORMED NAME: VGO Illiquid Investments Sub-Master LP
DATE OF NAME CHANGE: 20141230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shabet Rose Sharon
CENTRAL INDEX KEY: 0001711393
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398803
MAIL ADDRESS:
STREET 1: C/O VIKING GLOBAL INVESTORS LP
STREET 2: 280 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Viking Global Opportunities GP LLC
CENTRAL INDEX KEY: 0001629476
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 221398806
BUSINESS ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-863-5000
MAIL ADDRESS:
STREET 1: 55 RAILROAD AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rallybio Corp
CENTRAL INDEX KEY: 0001739410
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 851083789
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 234 CHURCH STREET
STREET 2: SUITE 1020
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
BUSINESS PHONE: 203- 859-3820
MAIL ADDRESS:
STREET 1: 234 CHURCH STREET
STREET 2: SUITE 1020
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
FORMER COMPANY:
FORMER CONFORMED NAME: Rallybio Holdings, LLC
DATE OF NAME CHANGE: 20180502
4
1
form4.xml
X0306
4
2022-11-15
0001739410
Rallybio Corp
RLYB
0001103804
VIKING GLOBAL INVESTORS LP
55 RAILROAD AVENUE
GREENWICH
CT
06830
true
0001629482
Viking Global Opportunities Illiquid Investments Sub-Master LP
MORGAN STANLEY SERVICES (CAYMAN)
CRICKET SQ., HUTCHINS DR., P.O. BOX 2681
GRAND CAYMAN
E9
E9KY1-1111
CAYMAN ISLANDS
true
0001886738
Viking Global Opportunities Parent GP LLC
55 RAILROAD AVENUE
GREENWICH
CT
06830
true
0001629472
Viking Global Opportunities Portfolio GP LLC
55 RAILROAD AVENUE
GREENWICH
CT
06830
true
0001629476
Viking Global Opportunities GP LLC
55 RAILROAD AVENUE
GREENWICH
CT
06830
true
0001133006
HALVORSEN OLE ANDREAS
C/O VIKING GLOBAL INVESTORS LP
280 PARK AVE 35TH
NEW YORK
NY
10017
true
0001621842
Ott David C.
C/O VIKING GLOBAL INVESTORS LP
280 PARK AVENUE
NEW YORK
NY
10017
true
0001711393
Shabet Rose Sharon
55 RAILROAD AVENUE
GREENWICH
CT
06830
true
Pre-Funded Warrants to Purchase Common Stock
0.0001
2022-11-15
4
P
0
3333388
5.9999
A
Common Stock
3333388
3333388
I
See Explanation of Responses
On November 15, 2022, Opportunities Fund acquired 3,333,388 pre-funded warrants, each with an exercise price of $0.0001, ("Pre-Funded Warrants") for an aggregate purchase price of $20 million. Each Pre-Funded Warrant represents the right to purchase one share of the Issuer's common stock ("Common Stock"), subject to the Blocker (defined in footnote 2), and can be exercised on a cash or cashless basis. The Pre-Funded Warrants will not expire.
The Pre-Funded Warrants cannot be exercised to the extent that, upon giving effect to such exercise, the aggregated number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any "group" or any other persons whose beneficial ownership could be aggregated with the holders) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, which percentage may be increased or decreased at the holder's election only upon 61 days' advance notice to the Issuer, provided that such percentage may in no event exceed 19.99% (the "Blocker"). As of the date of this Form 4, the Reporting Persons (as defined in footnote 3) cannot exercise their Pre-Funded Warrants due to the Blocker.
Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), and Viking Global Opportunities Parent GP LLC ("Opportunities Parent"), the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), which is the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"), which is the general partner of Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). VGI provides managerial services to various investment funds, including Opportunities Fund. Each of VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the shares reported on this form.
These Pre-Funded Warrants are held directly by Opportunities Fund. Because of the relationship between VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Mr. Halvorsen, Mr. Ott, Ms. Shabet and Opportunities Fund, each of VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own the shares held directly by Opportunities Fund.
The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(7) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES GP LLC, VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.
/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (6) (7)
2022-11-17
/s/ Scott M. Hendler signing on behalf of David C. Ott (6) (7)
2022-11-17
/s/ Scott M. Hendler signing on behalf of Rose S. Shabet (6) (7)
2022-11-17