0000899243-22-012864.txt : 20220330
0000899243-22-012864.hdr.sgml : 20220330
20220330210253
ACCESSION NUMBER: 0000899243-22-012864
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220330
DATE AS OF CHANGE: 20220330
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: THIEL PETER
CENTRAL INDEX KEY: 0001211060
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22788729
BUSINESS ADDRESS:
STREET 1: 9200 SUNSET BOULEVARD
STREET 2: SUITE 1110
CITY: WEST HOLLYWOOD
STATE: CA
ZIP: 90069
BUSINESS PHONE: 323-990-2000
MAIL ADDRESS:
STREET 1: 9200 SUNSET BOULEVARD
STREET 2: SUITE 1110
CITY: WEST HOLLYWOOD
STATE: CA
ZIP: 90069
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MITHRIL II LP
CENTRAL INDEX KEY: 0001669609
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22788732
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE, BLDG. A, SUITE 4900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 659-8940
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE, BLDG. A, SUITE 4900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mithril II GP LP
CENTRAL INDEX KEY: 0001878232
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22788731
BUSINESS ADDRESS:
STREET 1: 600 CONGRESS AVENUE
STREET 2: SUITE 3100
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: 512-717-3770
MAIL ADDRESS:
STREET 1: 600 CONGRESS AVENUE
STREET 2: SUITE 3100
CITY: AUSTIN
STATE: TX
ZIP: 78701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mithril II UGP LLC
CENTRAL INDEX KEY: 0001878230
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22788730
BUSINESS ADDRESS:
STREET 1: 600 CONGRESS AVENUE
STREET 2: SUITE 3100
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: 512-717-3770
MAIL ADDRESS:
STREET 1: 600 CONGRESS AVENUE
STREET 2: SUITE 3100
CITY: AUSTIN
STATE: TX
ZIP: 78701
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Adagio Therapeutics, Inc.
CENTRAL INDEX KEY: 0001832038
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 851403134
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 178
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (781) 819-0080
MAIL ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 178
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-03-28
0
0001832038
Adagio Therapeutics, Inc.
ADGI
0001669609
MITHRIL II LP
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100
AUSTIN
TX
78701
0
0
1
1
See Remarks
0001878232
Mithril II GP LP
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100
AUSTIN
TX
78701
0
0
1
1
See Remarks
0001878230
Mithril II UGP LLC
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100
AUSTIN
TX
78701
0
0
1
1
See Remarks
0001211060
THIEL PETER
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100
AUSTIN
TX
78701
0
0
1
1
See Remarks
Common Stock
11241580
D
These shares are held of record by II LP. Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Ajay Royan ("Royan"), a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Peter Thiel ("Thiel") and Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Thiel and Royan disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any. Royan is a director of the Issuer and, accordingly, files separate Section 16 reports.
This Form 4 is not being filed in connection with the acquisition or disposition of any securities of the Issuer.
As disclosed by (among others) the Reporting Persons on an amendment to a Report on Schedule 13D filed in respect of the Issuer on the date hereof, on March 28, 2022, Mithril II LP ("II LP") (one of the Reporting Persons) and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (collectively, "Polaris"), (iii) Adimab, LLC and (iv) Population Health Equity Partners III, L.P., Population Health Equity Partners VII, L.P. and Clive Meanwell ("Population Health"), 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 Reporting Persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of the Reporting Persons and such other persons. The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among II LP, M28, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those previously reported by the Reporting Persons on Form 4.
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP
2022-03-30
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP
2022-03-30
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC
2022-03-30
/s/ Peter Thiel
2022-03-30