0000899243-22-012830.txt : 20220330 0000899243-22-012830.hdr.sgml : 20220330 20220330181924 ACCESSION NUMBER: 0000899243-22-012830 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: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22788287 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 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 0001117003 MCGUIRE TERRANCE C/O ADAGIO THERAPEUTICS, INC. 1601 TRAPELO ROAD, SUITE 178 WALTHAM MA 02451 1 0 0 1 See Remarks Common Stock 3120194 I See Footnote Common Stock 60814 I See Footnote Common Stock 21374 I See Footnote Common Stock 31198 I See Footnote Common Stock 4800460 I See Footnote Common Stock 497660 I See Footnote 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. 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 ("Mithril"), and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) PVP V, PVPEF V, PVPFF V, PVPSFF V, PP IX, and PHCT (each as defined below, and 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 disclaim beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among Mithril, 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/ Lauren Crockett, Attorney-in-Fact 2022-03-30