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