0000899243-21-031635.txt : 20210804 0000899243-21-031635.hdr.sgml : 20210804 20210804175252 ACCESSION NUMBER: 0000899243-21-031635 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210804 DATE AS OF CHANGE: 20210804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hopfner Robert Lorne CENTRAL INDEX KEY: 0001551966 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40693 FILM NUMBER: 211145397 MAIL ADDRESS: STREET 1: C/O BAY CITY CAPITAL, LLC STREET 2: 750 BATTERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-28 0 0001739410 Rallybio Corp RLYB 0001551966 Hopfner Robert Lorne C/O RALLYBIO CORPORATION 234 CHURCH STREET, SUITE 1020 NEW HAVEN CT 06510 1 0 0 0 Common Stock 2021-07-28 4 J 0 1694388 A 1694388 I Pivotal bioVenture Partners Fund I L.P Common Stock 2021-08-02 4 P 0 576923 13.00 A 2267411 I Pivotal bioVenture Partners Fund I L.P Series B Preferred Units 2021-07-28 4 J 0 10789193 D Common Stock 1693488 0 I Pivotal bioVenture Partners Fund I L.P. Option (Right to Buy) 13.00 2021-07-28 4 A 0 13440 0.00 A Common Stock 13440 13440 D The Series B Preferred Units (the "Preferred Units") reported herein were preferred units of Rallybio Holdings, LLC. The shares of common stock of the Issuer were received on July 28, 2021 pursuant to the Plan of Liquidation and Dissolution, dated July 28, 2021, among Rallybio Holdings, LLC and its members (the "Plan of Liquidation"). Pursuant to the Plan of Liquidation, the holders of Preferred Units received approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Preferred Units had no expiration date prior to the liquidation. Shares of common stock are held directly by Pivotal bioVenture Partners Fund I L.P. ("Pivotal"). Pivotal bioVenture Partners Fund I G.P., L.P. is the general partner of Pivotal. Dr. Hopfner is a managing director at Pivotal bioVenture Partners and may be deemed to share voting and dispositive power over the shares held by Pivotal. Dr. Hopfner disclaims beneficial ownership of the shares held by Pivotal except to the extent of his pecuniary interest therein. Prior to the effectiveness of the Plan of Liquidation, the Preferred Units were convertible into shares of common units of Rallybio Holdings, LLC. The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering. The option expires on July 28, 2031. /s/ Michael Greco, Attorney-in-Fact 2021-08-04