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