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Filing Details

Accession Number:: 0001209191-21-051297
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-12 21:24:56
Reporting Period:: 2021-08-10

Accepted Time:: 2021-08-12 21:24:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1832038	Adagio Therapeutics Inc.	ADGI	()	MA

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1117003	Terrance Mcguire	C/O Adagio Therapeutics, Inc. 303 Wyman Street, Suite 300 Waltham MA 02451		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	2021-08-10	2,852,425	$0.00	2,852,425	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	267,769	$17.00	3,120,194	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	55,595	$0.00	55,595	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	5,219	$17.00	60,814	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	19,540	$0.00	19,540	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	1,834	$17.00	21,374	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	28,520	$0.00	28,520	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	2,678	$17.00	31,198	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	4,755,460	$0.00	4,755,460	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	45,000	$17.00	4,800,460	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	320,160	$0.00	320,160	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2021-08-10	177,500	$17.00	497,660	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	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 Preferred Stock	Disposition	2021-08-10	361,850	$0.00	1,809,250	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-08-10	7,052	$0.00	35,260	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-08-10	2,479	$0.00	12,395	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-08-10	3,619	$0.00	18,095	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-08-10	875,000	$0.00	4,375,000	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-08-10	85,061	$0.00	425,305	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-08-10	1,658	$0.00	8,290	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-08-10	583	$0.00	2,915	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-08-10	850	$0.00	4,250	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-08-10	44,076	$0.00	220,380	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-08-10	123,574	$0.00	617,870	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-08-10	2,409	$0.00	12,045	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-08-10	846	$0.00	4,230	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-08-10	1,235	$0.00	6,175	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-08-10	32,016	$0.00	160,080	$0.00
Common Stock	Series C Preferred	Disposition	2021-08-10	64,032	$0.00	320,160	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted, without payment of additional consideration, into Common Stock on a 5:1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock and had no expiration date.
These shares are held of record by Polaris Venture Partners V, L.P. ("PVP V"). The general partner of PVP V is Polaris Venture Management Co. V, L.L.C. ("PVM V") and may be deemed to have shared voting and investment power with respect to the shares held by PVP V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVP V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
These shares are held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). The general partner of PVPEF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPEF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
These shares are held of record by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). The general partner of PVPFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPFF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
These shares are held of record by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). The general partner of PVPSFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPSFF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
These shares are held of record by Polaris Partners IX, L.P. ("PP IX"). The general partner of PP IX is Polaris Partners GP IX, L.L.C. ("PP GP IX") and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. The Reporting Person holds an interest in PP GP IX and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.
These shares are held of record by Polaris Healthcare Technology Opportunities Fund, L.P. ("PHCT"). The general partner of PHCT is Polaris Healthcare Technology Opportunities Fund GP, L.L.C. ("PHCT GP") and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. The Reporting Person holds an interest in PHCT GP and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.