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Filing Details

Accession Number:: 0000899243-21-031634
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-04 17:51:10
Reporting Period:: 2021-07-28

Accepted Time:: 2021-08-04 17:51:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1739410	Rallybio Corp	RLYB	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1247851	Ronald Hunt	C/O Rallybio Corporation 234 Church Street, Suite 1020 New Haven CT 06510		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-07-28	1,993,911	$0.00	1,993,911	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2021-08-02	153,846	$13.00	2,147,757	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2021-08-02	153,846	$13.00	2,301,603	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Units	Disposition	2021-07-28	1,795,946	$0.00	282,044	$0.00
Common Stock	Series A-2 Preferred Units	Disposition	2021-07-28	8,742,654	$0.00	1,372,989	$0.00
Common Stock	Series B Preferred Units	Disposition	2021-07-28	2,157,838	$0.00	338,878	$0.00
Common Stock	Option (Right to Buy)	Acquisiton	2021-07-28	13,440	$0.00	13,440	$13.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	J	Indirect
0	No	4	J	Indirect
0	No	4	J	Indirect
13,440	No	4	A	Direct

Footnotes

The Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred Units (collectively, 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 are directly held by New Leaf Ventures III, L.P. ("NLV-III"). New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC) is the general partner of NLVA-III LP. The Reporting Person is a managing director of NLVM-III LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The Reporting Person disclaims beneficial ownership of the shares held by NLV-III, except to the extent of his pecuniary interest therein, if any.
Shares are directly held by New Leaf Biopharma Opportunities II, L.P. ("NL BPO-II"). New Leaf BPO Associates II, L.P. ("NL BPOA-II LP") is the general partner of NL BPO-II and New Leaf BPO Management II, L.L.C. ("NL BPOA-II LLC) is the general partner of NL BPOA-II LP. The Reporting Person is a managing director of NL BPOA-II LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NL BPO-II. The Reporting Person disclaims beneficial ownership of the shares held by NL BPO-II, except to the extent of his pecuniary interest therein, if any.
Prior to the effectiveness of the Plan of Liquidation, the Preferred Units of Rallybio Holdings, LLC 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.