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