0001567619-22-008202.txt : 20220406
0001567619-22-008202.hdr.sgml : 20220406
20220406170227
ACCESSION NUMBER: 0001567619-22-008202
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220406
DATE AS OF CHANGE: 20220406
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cox Christopher T
CENTRAL INDEX KEY: 0001557341
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22811212
MAIL ADDRESS:
STREET 1: CADWALADER, WICKERSHAM & TAFT LLP
STREET 2: ONE WORLD FINANCIAL CENTER
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Population Health Equity Partners VII GP, LLC
CENTRAL INDEX KEY: 0001921578
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22811208
BUSINESS ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (212)-993-3113
MAIL ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Population Health Equity Partners III, L.P.
CENTRAL INDEX KEY: 0001921616
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22811209
BUSINESS ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (212)-993-3113
MAIL ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Population Health Equity Partners VII, L.P.
CENTRAL INDEX KEY: 0001921593
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22811211
BUSINESS ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (212)-993-3113
MAIL ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Population Health Equity Partners III GP, LLC
CENTRAL INDEX KEY: 0001921599
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40703
FILM NUMBER: 22811210
BUSINESS ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (212)-993-3113
MAIL ADDRESS:
STREET 1: C/O POPULATION HEALTH EQUITY PARTNERS LP
STREET 2: 1200 MORRIS TURNPIKE, SUITE 3005
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
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
3/A
1
doc1.xml
FORM 3/A
X0206
3/A
2022-03-28
2022-03-30
0
0001832038
Adagio Therapeutics, Inc.
ADGI
0001557341
Cox Christopher T
C/O POPULATION HEALTH PARTNERS, L.P.
1200 MORRIS TURNPIKE, SUITE 3005
SHORT HILLS
NJ
07078
0
0
0
1
See Explanation of Responses
0001921593
Population Health Equity Partners VII, L.P.
C/O POPULATION HEALTH PARTNERS, L.P.
1200 MORRIS TURNPIKE SUITE 3005
SHORT HILLS
NJ
07078
0
0
0
1
See Explanation of Responses
0001921599
Population Health Equity Partners III GP, LLC
C/O POPULATION HEALTH PARTNERS, L.P.
1200 MORRIS TURNPIKE, SUITE 3005
SHORT HILLS
NJ
07078
0
0
0
1
See Explanation of Responses
0001921616
Population Health Equity Partners III, L.P.
C/O POPULATION HEALTH PARTNERS, L.P.
1200 MORRIS TURNPIKE, SUITE 3005
SHORT HILLS
NJ
07078
0
0
0
1
See Explanation of Responses
0001921578
Population Health Equity Partners VII GP, LLC
C/O POPULATION HEALTH PARTNERS, L.P.
1200 MORRIS TURNPIKE, SUITE 3005
SHORT HILLS
NJ
07078
0
0
0
1
See Explanation of Responses
Common Stock
679822
I
See footnotes
This Form 3 is not being filed in connection with the acquisition or disposition of any securities of the Issuer.
359,662 shares of Common Stock are held directly by Population Health Equity Partners III, L.P. ("PH III") and a further 320,160 shares of Common Stock are held directly by Population Health Equity Partners VII, L.P. ("PH VII"). PH III is controlled by Population Health Equity Partners III GP, LLC ("PH III GP"), its general partner, and PH VII is controlled by Population Health Equity Partners VII GP, LLC ("PH VII GP"), its general partner. Clive Meanwell and Christopher Cox are the sole managing members of both PH III GP and PH VII GP and may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock held directly by PH III and PH VII. Clive Meanwell and Christopher Cox disclaim beneficial ownership of the shares held directly by PH III and PH VII, except to the extent of their pecuniary interests therein, if any. Clive Meanwell has filed a separate Form 3 in respect of the Issuer.
On March 28, 2022, PH III, PH VII and Clive Meanwell ("PH") and (i) Mithril II LP ("Mithril"), (ii) M28 Capital Management LP (together with certain of its affiliates, "M28"), (iii) Polaris Venture Partners V, L.P. and certain affiliates (collectively, "Polaris") and (iv) Adimab, LLC, 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 forgoing persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of such persons.
The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among Population Health, Mithril, M28, Polaris and Adimab, LLC, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3 in which they have a direct pecuniary interest. This filing shall not be deemed an admission that the Reporting Persons are 10% shareholders for purposes of Section 16 of the Exchange Act.
This amended Form 3 is being filed (1) to revise the entity name for the Reporting Persons from "Population Health Equity Partners" to "Population Health Partners, L.P." and (2) for the purpose of including the joint filers as signatories, who were omitted in the original filing pending receipt of EDGAR codes.
/s/ Christopher Cox
2022-04-06
/s/ Christopher Cox, Managing Member, Population Health Equity Partners III GP, LLC, General Partner of Population Health Equity Partners III, L.P.
2022-04-06
/s/ Christopher Cox, Managing Member, Population Health Equity Partners III GP, LLC
2022-04-06
/s/ Christopher Cox, Managing Member, Population Health Equity Partners VII GP, LLC, General Partner of Population Health Equity Partners VII, L.P.
2022-04-06
/s/ Christopher Cox, Managing Member, Population Health Equity Partners VII GP, LLC
2022-04-06