Mithril II Lp - Aug 10, 2021 Form 4 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: 10%+ Owner
Signature: /s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP
Stock symbol: IVVD
Transactions as of: Aug 10, 2021
Transactions value $: $33,949,000
Form type: 4
Date filed: 8/12/2021, 09:25 PM
Previous filing: Aug 12, 2021
Next filing: Mar 30, 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IVVD	Common Stock	Conversion of derivative security		+9.24M			9.24M	Aug 10, 2021	Direct	F1, F2
transaction	IVVD	Common Stock	Purchase	$33.9M	+2M	+21.6%	$17.00^*	11.2M	Aug 10, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-1.25M	-100%	$0.00^*	Aug 10, 2021	Common Stock	6.25M	Direct	F1, F2
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-176K	-100%	$0.00^*	Aug 10, 2021	Common Stock	882K	Direct	F1, F2
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-423K	-100%	$0.00^*	Aug 10, 2021	Common Stock	2.11M	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted, without payment of additional consideration, into 5 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock and had no expiration date.
F2	These shares are held of record by Mithril II LP ("II LP"). Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Ajay Royan ("Royan"), a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Peter Thiel ("Thiel") and Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Thiel and Royan disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any.

Content

Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted, without payment of additional consideration, into 5 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock and had no expiration date.

These shares are held of record by Mithril II LP ("II LP"). Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Ajay Royan ("Royan"), a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Peter Thiel ("Thiel") and Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Thiel and Royan disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any.