0001209191-21-050077.txt : 20210805
0001209191-21-050077.hdr.sgml : 20210805
20210805212439
ACCESSION NUMBER: 0001209191-21-050077
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210805
FILED AS OF DATE: 20210805
DATE AS OF CHANGE: 20210805
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 211150349
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
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: 303 WYMAN STREET
STREET 2: SUITE 300
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: (781) 530-3600
MAIL ADDRESS:
STREET 1: 303 WYMAN STREET
STREET 2: SUITE 300
CITY: WALTHAM
STATE: MA
ZIP: 02451
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-08-05
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
0
Series A Preferred Stock
Common Stock
6250000
I
See Footnote
Series B Preferred Stock
Common Stock
881520
I
See Footnote
Class C Preferred Stock
Common Stock
2113060
I
See Footnote
Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into 5 shares of Common Stock, has no expiration date and is expected to automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
These shares are held of record by Mithril II LP ("II LP"). Mithril II GP LP ("GP II") is the general partner of II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Ajay Royan, a member of the Issuer's board of directors, is the Managing General Partner and Founder of Mithril Capital Management LLC ("MCM"), a management company that manages II LP and is appointed by GP II. Peter Thiel and Ajay Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to these entities and may be deemed to share voting, investment and dispositive power over the securities held by II LP. Each of GP II and Messrs. Thiel and Royan disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interests therein, if any.
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP
2021-08-05