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