0000899243-22-013098.txt : 20220401 0000899243-22-013098.hdr.sgml : 20220401 20220401160850 ACCESSION NUMBER: 0000899243-22-013098 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220303 FILED AS OF DATE: 20220401 DATE AS OF CHANGE: 20220401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adimab, LLC CENTRAL INDEX KEY: 0001545672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40703 FILM NUMBER: 22798290 BUSINESS ADDRESS: STREET 1: 7 LUCENT DRIVE CITY: LEBANON STATE: NH ZIP: 03766 BUSINESS PHONE: 603-643-7110 MAIL ADDRESS: STREET 1: 7 LUCENT DRIVE CITY: LEBANON STATE: NH ZIP: 03766 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 2022-03-03 0 0001832038 Adagio Therapeutics, Inc. ADGI 0001545672 Adimab, LLC 7 LUCENT DRIVE LEBANON NH 03766 0 0 1 1 See Remarks Common Stock 2022-03-03 4 J 0 1158089 D 26687906 D In connection with the resignation of Dr. Tillman Gerngross from the Issuer's Board of directors, the Issuer repurchased 1,158,089 shares of restricted common stock from the Reporting Person for aggregate consideration of $2,316.18. 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 ("II LP") and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (collectively, "Polaris"), (iii) the Reporting Person 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 Reporting Person may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of the Reporting Person and such other persons. The Reporting Person expressly disclaims beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among II LP, 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/ Philip Chase, General Counsel 2022-04-01