0001140361-24-035442.txt : 20240802 0001140361-24-035442.hdr.sgml : 20240802 20240802080012 ACCESSION NUMBER: 0001140361-24-035442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240731 FILED AS OF DATE: 20240802 DATE AS OF CHANGE: 20240802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bergheim Hakon CENTRAL INDEX KEY: 0002030827 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42199 FILM NUMBER: 241168908 MAIL ADDRESS: STREET 1: 26061 MERIT CIRCLE, SUITE 102 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 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 4 1 form4.xml FORM 4 X0508 4 2024-07-31 0002006986 Adagio Medical Holdings, Inc. ADGM 0002030827 Bergheim Hakon C/O ADAGIO MEDICAL HOLDINGS, INC. 26051 MERIT CIRCLE, SUITE 102 LAGUNA HILLS CA 92653 true Chief Operating Officer false Common Stock 2024-07-31 4 J 0 7539 A 7539 D Stock Option (Right to Buy) 9.78 2024-07-31 4 A 0 1000 A 2024-07-31 2028-12-11 Common Stock 1000 1000 D Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement (the "BCA"), dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities and Exchange Commission ("SEC") and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held by the reporting person prior to the completion of the Business Combination. Pursuant to the BCA, upon the consummation of the Business Combination, the In-the-Money Options (as defined in the BCA) held by the reporting person prior to the completion of the Business Combination were canceled and extinguished in exchange for options to purchase shares of New Adagio Common Stock. The options are fully vested; provided, however, that the reporting person may not exercise any of the options until a registration statement on Form S-8 covering the issuance of the options is filed by the Issuer with the SEC and declared effective. /s/ John Dahldorf, Attorney-in-Fact 2024-08-02