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Filing Details

Accession Number:: 0000899243-22-001801
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-12 18:56:45
Reporting Period:: 2021-07-28

Accepted Time:: 2022-01-12 18:56:45
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
1414815	Martin Mackay	C/O Rallybio Corporation 234 Church Street, Suite 1020 New Haven CT 06510	Chief Executive Officer	Yes	Yes	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	272,609	$0.00	272,609	No	4	J	Direct
Common Stock	Acquisiton	2021-07-28	436,517	$0.00	436,517	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2022-01-10	5,504	$10.10	278,113	No	4	P	Direct
Common Stock	Acquisiton	2022-01-11	4,496	$10.65	282,609	No	4	P	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Units	Disposition	2021-07-28	2,255,001	$0.00	272,609	$0.00
Common Stock	Common Units	Disposition	2021-07-28	2,564,999	$0.00	380,312	$0.00
Common Stock	Series A-1 Preferred Units	Disposition	2021-07-28	150,000	$0.00	23,557	$0.00
Common Stock	Series A-2 Preferred Units	Disposition	2021-07-28	100,000	$0.00	15,704	$0.00
Common Stock	Series B Preferred Units	Disposition	2021-07-28	107,891	$0.00	16,944	$0.00
Common Stock	Option (Right to Buy)	Acquisiton	2021-07-28	160,000	$0.00	160,000	$13.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	J	Direct
0		No	4	J	Indirect
0		No	4	J	Indirect
0		No	4	J	Indirect
0		No	4	J	Indirect
160,000	2031-07-28	No	4	A	Direct

Footnotes

The Common Units, Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred Units (collectively with the Series A-1 Preferred Units and Series A-2 Preferred Units, the "Preferred Units") reported herein were 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 Common Units, on an aggregate basis, received approximately 7.38 shares of common stock of the Issuer for each Common Unit and approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Common Units and Preferred Units had no expiration date prior to the liquidation.
Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.66 to $10.65, inclusive. The reporting person undertakes to provide to Rallybio Corporation, any security holder of Rallybio Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.01 to $11.00, inclusive.
The option vests as to 25% of the underlying shares of Common Stock on July 28, 2022 and as to the remaining 75% of the underlying shares of Common Stock in 36 equal monthly installments thereafter.