0001209191-21-051297.txt : 20210812 0001209191-21-051297.hdr.sgml : 20210812 20210812212456 ACCESSION NUMBER: 0001209191-21-051297 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210810 FILED AS OF DATE: 20210812 DATE AS OF CHANGE: 20210812 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: 211169442 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: 303 WYMAN STREET STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 530-3600 MAIL ADDRESS: STREET 1: 303 WYMAN STREET STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-10 0 0001832038 Adagio Therapeutics, Inc. ADGI 0001117003 MCGUIRE TERRANCE C/O ADAGIO THERAPEUTICS, INC. 303 WYMAN STREET, SUITE 300 WALTHAM MA 02451 1 0 0 0 Common Stock 2021-08-10 4 C 0 2852425 A 2852425 I See Footnote Common Stock 2021-08-10 4 P 0 267769 17.00 A 3120194 I See Footnote Common Stock 2021-08-10 4 C 0 55595 A 55595 I See Footnote Common Stock 2021-08-10 4 P 0 5219 17.00 A 60814 I See Footnote Common Stock 2021-08-10 4 C 0 19540 A 19540 I See Footnote Common Stock 2021-08-10 4 P 0 1834 17.00 A 21374 I See Footnote Common Stock 2021-08-10 4 C 0 28520 A 28520 I See Footnote Common Stock 2021-08-10 4 P 0 2678 17.00 A 31198 I See Footnote Common Stock 2021-08-10 4 C 0 4755460 A 4755460 I See Footnote Common Stock 2021-08-10 4 P 0 45000 17.00 A 4800460 I See Footnote Common Stock 2021-08-10 4 C 0 320160 A 320160 I See Footnote Common Stock 2021-08-10 4 P 0 177500 17.00 A 497660 I See Footnote Series A Preferred Stock 2021-08-10 4 C 0 361850 0.00 D Common Stock 1809250 0 I See Footnote Series A Preferred Stock 2021-08-10 4 C 0 7052 0.00 D Common Stock 35260 0 I See Footnote Series A Preferred Stock 2021-08-10 4 C 0 2479 0.00 D Common Stock 12395 0 I See Footnote Series A Preferred Stock 2021-08-10 4 C 0 3619 0.00 D Common Stock 18095 0 I See Footnote Series A Preferred Stock 2021-08-10 4 C 0 875000 0.00 D Common Stock 4375000 0 I See Footnote Series B Preferred Stock 2021-08-10 4 C 0 85061 0.00 D Common Stock 425305 0 I See Footnote Series B Preferred Stock 2021-08-10 4 C 0 1658 0.00 D Common Stock 8290 0 I See Footnote Series B Preferred Stock 2021-08-10 4 C 0 583 0.00 D Common Stock 2915 0 I See Footnote Series B Preferred Stock 2021-08-10 4 C 0 850 0.00 D Common Stock 4250 0 I See Footnote Series B Preferred Stock 2021-08-10 4 C 0 44076 0.00 D Common Stock 220380 0 I See Footnote Series C Preferred Stock 2021-08-10 4 C 0 123574 0.00 D Common Stock 617870 0 I See Footnote Series C Preferred Stock 2021-08-10 4 C 0 2409 0.00 D Common Stock 12045 0 I See Footnote Series C Preferred Stock 2021-08-10 4 C 0 846 0.00 D Common Stock 4230 0 I See Footnote Series C Preferred Stock 2021-08-10 4 C 0 1235 0.00 D Common Stock 6175 0 I See Footnote Series C Preferred Stock 2021-08-10 4 C 0 32016 0.00 D Common Stock 160080 0 I See Footnote Series C Preferred 2021-08-10 4 C 0 64032 0.00 D Common Stock 320160 0 I See Footnote 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. /s/ Dorothy Vinsky, Attorney-in-Fact 2021-08-12