0001140361-24-035378.txt : 20240801 0001140361-24-035378.hdr.sgml : 20240801 20240801171629 ACCESSION NUMBER: 0001140361-24-035378 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240731 FILED AS OF DATE: 20240801 DATE AS OF CHANGE: 20240801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Adam Leo CENTRAL INDEX KEY: 0001727440 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42199 FILM NUMBER: 241167893 MAIL ADDRESS: STREET 1: C/O SOLID BIOSCIENCES, LLC STREET 2: 141 PORTLAND STREET, FIFTH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALTMAN MICHAEL SETH CENTRAL INDEX KEY: 0001746738 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42199 FILM NUMBER: 241167892 MAIL ADDRESS: STREET 1: C/O PERCEPTIVE ADVISORS STREET 2: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARYA Sciences Holdings IV CENTRAL INDEX KEY: 0001838903 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42199 FILM NUMBER: 241167894 BUSINESS ADDRESS: STREET 1: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212-284-2300 MAIL ADDRESS: STREET 1: 51 ASTOR PLACE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adagio Medical Holdings, Inc. CENTRAL INDEX KEY: 0002006986 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26051 MERIT CIRCLE STREET 2: SUITE 102 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 212-284-2300 MAIL ADDRESS: STREET 1: 26051 MERIT CIRCLE STREET 2: SUITE 102 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: Aja Holdco, Inc. DATE OF NAME CHANGE: 20240104 3 1 form3.xml FORM 3 X0206 3 2024-07-31 0 0002006986 Adagio Medical Holdings, Inc. ADGM 0001838903 ARYA Sciences Holdings IV 51 ASTOR PLACE, 10TH FLOOR NEW YORK NY 10003 true 0001727440 Stone Adam Leo 51 ASTOR PLACE, 10TH FLOOR NEW YORK NY 10003 true 0001746738 ALTMAN MICHAEL SETH 51 ASTOR PLACE, 10TH FLOOR NEW YORK NY 10003 true Common stock 3501600 D These securities were issued pursuant to the Business Combination Agreement, dated February 13, 2024, as amended by the Consent and Amendment No. 1 to Business Combination Agreement, dated as of June 25, 2024, by and among ARYA Sciences Acquisition Corp IV ("ARYA"), Adagio Medical Holdings, Inc. (f/k/a/ Aja HoldCo, Inc,) (the "Issuer"), Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"). (Footnote 1 Continued) 1,147,500 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer reported herein are subject to share price trigger vesting and will vest if, prior to the tenth anniversary of the closing of the Business Combination (the "Closing"), the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period. The reported securities are directly held by ARYA Sciences Holdings IV (the "Sponsor"). The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the shares of Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by the Sponsor. /s/ Samuel M. Cohn - for ARYA Sciences Holdings IV, By: Samuel M. Cohn, its Secretary 2024-08-01 /s/ Adam Leo Stone 2024-08-01 /s/ Michael Seth Altman 2024-08-01