Sec Form 4 Filing - Elia Marc @ Adagio Therapeutics, Inc. - 2022-06-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Elia Marc
2. Issuer Name and Ticker or Trading Symbol
Adagio Therapeutics, Inc. [ ADGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O ADAGIO THERAPEUTICS, INC., 1601 TRAPELO ROAD, SUITE 178
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2022
(Street)
WALTHAM, MA02451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.09 06/22/2022 A 150,000 ( 1 ) 06/21/2032 Common Stock 150,000 $ 0 150,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Elia Marc
C/O ADAGIO THERAPEUTICS, INC.
1601 TRAPELO ROAD, SUITE 178
WALTHAM, MA02451
X See Remarks
M28 Capital Management LP
700 CANAL STREET, 2ND FLOOR
STAMFORD, CT06902
See Remarks
Signatures
/s/ Jill Andersen attorney-in-fact for Marc Elia 06/24/2022
Signature of Reporting Person Date
M28 Capital Management LP, By: Jill Andersen attorney-in-fact for Marc Elia 06/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was granted on June 22, 2022 and vests over a three-year period, with one-third of the shares subject to the grant vesting on the first anniversary of the grant date and 1/36th of the shares subject to the grant vesting in equal monthly installments thereafter, subject to continued service through each vesting date. The grant was awarded to Marc Elia ("Mr. Elia"). Mr. Elia is deemed to hold the grant for the benefit of M28 Capital Management LP ("M28 Capital Management") and the funds managed by M28 Capital Management.

Remarks:
M28 Capital Management may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Elia, who indirectly controls M28 Capital Management, currently serves on the board of directors of the Issuer.Exhibit Index: 24.1 Power of Attorney

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