0000899243-22-012866.txt : 20220330
0000899243-22-012866.hdr.sgml : 20220330
20220330210406
ACCESSION NUMBER: 0000899243-22-012866
CONFORMED SUBMISSION TYPE: 4
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: Royan Ajay
CENTRAL INDEX KEY: 0001875614
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22788737
MAIL ADDRESS:
STREET 1: 303 WYMAN STREET
STREET 2: SUITE 300
CITY: WALTHAM
STATE: MA
ZIP: 02451
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
2022-03-28
0
0001832038
Adagio Therapeutics, Inc.
ADGI
0001875614
Royan Ajay
C/O ADAGIO THERAPEUTICS, INC.
1601 TRAPELO ROAD, SUITE 178
WALTHAM
MA
02451
1
0
1
1
See Remarks
Common Stock
11241580
I
See Footnote
These shares are held of record by II LP. Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. The Reporting Person is one of two members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. The Reporting Person disclaims beneficial ownership of the shares held by II LP, except to the extent of the Reporting Person's pecuniary interest therein, if any.
This Form 4 is not being filed in connection with the acquisition or disposition of any securities of the Issuer.
As disclosed by (among others) the Reporting Person 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 ("II LP"), and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (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 Person expressly disclaims beneficial ownership over any Common Stock that he may be deemed to beneficially own solely by reason of the agreement reached among II LP, M28, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those previously reported by the Reporting Person on Form 4.
/s/ Ajay Royan
2022-03-30