0000899243-22-012829.txt : 20220330 0000899243-22-012829.hdr.sgml : 20220330 20220330181917 ACCESSION NUMBER: 0000899243-22-012829 CONFORMED SUBMISSION TYPE: 3 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: Flint Jonathan A CENTRAL INDEX KEY: 0001295676 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788277 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788283 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P. CENTRAL INDEX KEY: 0001439587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788285 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P. CENTRAL INDEX KEY: 0001439588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788284 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C. CENTRAL INDEX KEY: 0001439589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788282 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Partners GP IX, L.L.C. CENTRAL INDEX KEY: 0001877150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788280 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-865-4640 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Partners IX, L.P. CENTRAL INDEX KEY: 0001779755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788281 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: FLOOR 10 CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (855) 787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: FLOOR 10 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Healthcare Technology Opportunities Fund, L.P. CENTRAL INDEX KEY: 0001815669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788279 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 855-787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Healthcare Technology Opportunities Fund GP, L.L.C. CENTRAL INDEX KEY: 0001815675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788278 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 855-787-3500 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P. CENTRAL INDEX KEY: 0001439590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788286 BUSINESS ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-290-0770 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-03-28 0 0001832038 Adagio Therapeutics, Inc. ADGI 0001439590 Polaris Venture Partners V, L.P. ONE MARINA PARK DRIVE, 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001439587 Polaris Venture Partners Entrepreneurs' Fund V, L.P. C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 10TH FL. BOSTON MA 02210 0 0 0 1 See Remarks 0001439588 Polaris Venture Partners Founders' Fund V, L.P. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001439586 Polaris Venture Partners Special Founders' Fund V, L.P. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02110 0 0 0 1 See Remarks 0001439589 Polaris Venture Management Co. V, L.L.C. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001779755 Polaris Partners IX, L.P. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001877150 Polaris Partners GP IX, L.L.C. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001815669 Polaris Healthcare Technology Opportunities Fund, L.P. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001815675 Polaris Healthcare Technology Opportunities Fund GP, L.L.C. ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks 0001295676 Flint Jonathan A ONE MARINA PARK DRIVE 10TH FLOOR BOSTON MA 02210 0 0 0 1 See Remarks Common Stock 3120194 I See Footnote Common Stock 60814 I See Footnote Common Stock 21374 I See Footnote Common Stock 31198 I See Footnote Common Stock 4800460 I See Footnote Common Stock 497660 I See Footnote These shares are held of record by Polaris Venture Partners V, L.P. ("PVP V"). The general partner of PVP V is Polaris Venture Management Co. V, L.L.C. ("PVM V") and may be deemed to have shared voting and investment power with respect to the shares held by PVP V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. These shares are held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). The general partner of PVPEF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPEF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. These shares are held of record by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). The general partner of PVPFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPFF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. These shares are held of record by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). The general partner of PVPSFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPSFF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. These shares are held of record by Polaris Partners IX, L.P. ("PP IX"). The general partner of PP IX is Polaris Partners GP IX, L.L.C. ("PPGP IX") and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. Each of David Barrett ("Barrett"), Brian Chee ("Chee"), Amir Nashat ("Nashat") and Amy Schulman ("Schulman") are the managing members of PPGP IX (collectively, the "PPGP IX Managing Members"), and McGuire is an interest holder in PPGP IX, and may be deemed to have shared voting and dispositive power over the shares held by PP IX. Each of PPGP IX, the PPGP IX Managing Members and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. (Continued from footnote 5) McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. These shares are held of record by Polaris Healthcare Technology Opportunities Fund, L.P. ("PHCT"). The general partner of PHCT is Polaris Healthcare Technology Opportunities Fund GP, L.L.C. ("PHCT GP") and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. Each of Barrett, Chee, Nashat and Schulman are the managing members of PHCT GP (collectively, the "PHCT GP Managing Members"), and McGuire is an interest holder in PHCT GP, and may be deemed to have shared voting and dispositive power over the shares held by PHCT. Each of PHCT GP, the PHCT GP Managing Members and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. (Continued from footnote 7) McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports. This form 3 is not being filed in connection with the acquisition or deposition 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 ("Mithril"), and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) PVP V, PVPEF V, PVPFF V, PVPSFF V, PP IX, and PHCT (each as defined below, and 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 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. 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 Mithril, M28, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3. /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. 2022-03-30 /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2022-03-30 /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. 2022-03-30 /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 2022-03-30 /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C. 2022-03-30 /s/ Lauren Crockett, general counsel for Polaris Partners GP IX, L.L.C., general partner of Polaris Partners IX, L.P. 2022-03-30 /s/ Lauren Crockett, as general counsel for Polaris Partners GP IX, L.L.C. 2022-03-30 /s/ Lauren Crockett, as general counsel for Polaris Healthcare Technology Opportunities Fund GP, L.L.C., general partner of Polaris Healthcare Technology Opportunities Fund, L.P. 2022-03-30 /s/ Lauren Crockett, as general counsel for Polaris Healthcare Technology Opportunities Fund GP, L.L.C. 2022-03-30 /s/ Lauren Crockett, Attorney-in-Fact Jonathan Flint 2022-03-30