0000899243-22-024021.txt : 20220624 0000899243-22-024021.hdr.sgml : 20220624 20220624164002 ACCESSION NUMBER: 0000899243-22-024021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220622 FILED AS OF DATE: 20220624 DATE AS OF CHANGE: 20220624 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M28 Capital Management LP CENTRAL INDEX KEY: 0001807489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 221040638 BUSINESS ADDRESS: STREET 1: 700 CANAL STREET, 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-516-3730 MAIL ADDRESS: STREET 1: 700 CANAL STREET, 2ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elia Marc CENTRAL INDEX KEY: 0001830496 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 221040639 MAIL ADDRESS: STREET 1: C/O SQZ BIOTECHNOLOGIES COMPANY STREET 2: 200 ARSENAL YARDS BOULEVARD, SUITE 210 CITY: WATERTOWN STATE: MA ZIP: 02472 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-22 0 0001832038 Adagio Therapeutics, Inc. ADGI 0001830496 Elia Marc C/O ADAGIO THERAPEUTICS, INC. 1601 TRAPELO ROAD, SUITE 178 WALTHAM MA 02451 1 0 0 1 See Remarks 0001807489 M28 Capital Management LP 700 CANAL STREET, 2ND FLOOR STAMFORD CT 06902 0 0 0 1 See Remarks Stock Option (Right to Buy) 3.09 2022-06-22 4 A 0 150000 0.00 A 2032-06-21 Common Stock 150000 150000 D This option was granted on June 22, 2022 and vests over a three-year period, with one-third of the shares subject to the grant vesting on the first anniversary of the grant date and 1/36th of the shares subject to the grant vesting in equal monthly installments thereafter, subject to continued service through each vesting date. The grant was awarded to Marc Elia ("Mr. Elia"). Mr. Elia is deemed to hold the grant for the benefit of M28 Capital Management LP ("M28 Capital Management") and the funds managed by M28 Capital Management. M28 Capital Management may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Elia, who indirectly controls M28 Capital Management, currently serves on the board of directors of the Issuer. Exhibit Index: 24.1 Power of Attorney /s/ Jill Andersen attorney-in-fact for Marc Elia 2022-06-24 M28 Capital Management LP, By: Jill Andersen attorney-in-fact for Marc Elia 2022-06-24 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                   Exhibit 24.1

                           LIMITED POWER OF ATTORNEY
                    FOR SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of David Hering, Jill Andersen and Jane Pritchett
Henderson, signing singly and each acting individually, as the undersigned's
true and lawful attorney-in-fact with full power and authority as hereinafter
described to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Adagio Therapeutics, Inc. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (the "Exchange Act");

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and
execute any such Form 3, 4, or 5, prepare, complete and execute any amendment
or amendments thereto, and timely deliver and file such form with the United
States Securities and Exchange Commission (the "SEC") and any stock exchange or
similar authority, including without limitation the filing of a Form ID, Update
Passphrase, or any other application materials to enable the undersigned to
gain or maintain access to the Electronic Data Gathering, Analysis and
Retrieval system of the SEC;

        (3)    seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves
and ratifies any such release of information; and

        (4)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 15th day of June, 2022.


                                   /s/ Marc Elia
                                   ----------------------------------
                                   Name: Marc Elia