0000899243-21-031633.txt : 20210804
0000899243-21-031633.hdr.sgml : 20210804
20210804175043
ACCESSION NUMBER: 0000899243-21-031633
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210728
FILED AS OF DATE: 20210804
DATE AS OF CHANGE: 20210804
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHANNON TIMOTHY M
CENTRAL INDEX KEY: 0001207114
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40693
FILM NUMBER: 211145385
MAIL ADDRESS:
STREET 1: C/O CURAGEN CORP
STREET 2: 555LONG WHARF DR. 11TH FL.
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rallybio Corp
CENTRAL INDEX KEY: 0001739410
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 851083789
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 234 CHURCH STREET
STREET 2: SUITE 1020
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
BUSINESS PHONE: 203- 859-3820
MAIL ADDRESS:
STREET 1: 234 CHURCH STREET
STREET 2: SUITE 1020
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
FORMER COMPANY:
FORMER CONFORMED NAME: Rallybio Holdings, LLC
DATE OF NAME CHANGE: 20180502
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-07-28
0
0001739410
Rallybio Corp
RLYB
0001207114
SHANNON TIMOTHY M
C/O RALLYBIO CORPORATION
234 CHURCH STREET, SUITE 1020
NEW HAVEN
CT
06510
1
0
0
0
Common Stock
2021-07-28
4
J
0
2332789
A
2332789
I
Canaan XI L.P.
Common Stock
2021-08-02
4
P
0
76923
13.00
A
2409712
I
Canaan XI L.P.
Series A-1 Preferred Units
2021-07-28
4
J
0
1795946
D
Common Stock
282044
0
I
Canaan XI L.P.
Series A-2 Preferred Units
2021-07-28
4
J
0
8742654
D
Common Stock
1372990
0
I
Canaan XI L.P.
Series B Preferred Units
2021-07-28
4
J
0
4315676
D
Common Stock
677755
0
I
Canaan XI L.P.
Option (Right to Buy)
13.00
2021-07-28
4
A
0
13440
0.00
A
Common Stock
13440
13440
D
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.
The reported securities are held directly by Canaan XI L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners XI LLC ("Canaan XI", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. The Reporting Person is a manager and member of Canaan XI. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest he owns in Canaan XI.
Prior to the effectiveness of the Plan of Liquidation, the Preferred Units 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.
By: /s/ Michael Greco, Attorney-in-Fact
2021-08-04