Sec Form 3/A Filing - MITHRIL II LP @ Adagio Therapeutics, Inc. - 2021-08-05

FORM 3/A 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 MITHRIL II LP 2. Issuer Name and Ticker or Trading Symbol Adagio Therapeutics, Inc. [ ADGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MITHRIL CAPITAL MANAGEMENT LLC, 600 CONGRESS AVENUE SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2021 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 08/05/2021 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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 6,250,000 D ( 2 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 881,520 D ( 2 ) Class C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,113,060 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MITHRIL II LP C/O MITHRIL CAPITAL MANAGEMENT LLC 600 CONGRESS AVENUE SUITE 3100 AUSTIN, TX78701 X Mithril II GP LP C/O MITHRIL CAPITAL MANAGEMENT LLC 600 CONGRESS AVENUE SUITE 3100 AUSTIN, TX78701 X Mithril II UGP LLC C/O MITHRIL CAPITAL MANAGEMENT LLC 600 CONGRESS AVENUE, SUITE 3100 AUSTIN, TX78701 X THIEL PETER C/O MITHRIL CAPITAL MANAGEMENT LLC 600 CONGRESS AVENUE, SUITE 3100 AUSTIN, TX78701 X Signatures /s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP 08/12/2021 Signature of Reporting Person Date /s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP 08/12/2021 Signature of Reporting Person Date /s/ Ajay Royan, Managing Member, Mithril II UGP LLC 08/12/2021 Signature of Reporting Person Date /s/ Peter Thiel 08/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into 5 shares of Common Stock, has no expiration date and is expected to automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock. ( 2 )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.

Remarks: This amended Form 3 is being filed to revise certain disclosures in the Form 3 filed on August 5, 2021 (the "Prior Form 3") and to add certain Reporting Persons whom were inadvertently excluded from the Prior Form 3. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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