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