M28 Capital Management Form 3 Adagio Therapeutics / Marc Elia ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Elia Marc

(Last) (First) (Middle)

700 CANAL STREET, 2ND FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2022

3. Issuer Name and Ticker or Trading Symbol
Adagio Therapeutics, Inc. [ ADGI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
SEE REMARKS

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001	6,398,250	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Elia Marc

(Last) (First) (Middle)

700 CANAL STREET, 2ND FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M28 Capital Management LP

(Last) (First) (Middle)

700 CANAL STREET, 2ND FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia") with respect to the securities held by certain funds and accounts to which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Remarks:

This Form 3 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. On March 28, 2022, M28 Capital Management and (i) Mithril II LP ("Mithril"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (collectively, "Polaris"), (iii) Adimab, LLC, and (iv) Population Health Equity Partners III, L.P., Population Health Equity Partners VII, L.P. and Clive Meanwell (collectively, "Population Health"), orally agreed to coordinate and cooperate in certain of their activities with regard to the Issuer, which agreement was subsequently memorialized, also on March 28, 2022, in an email circulated among representatives of such persons. That agreement provides that each such person will vote its shares of Common Stock in favor of the election of certain director nominees at the Issuer's 2022 annual meeting. By virtue of such agreement, the forgoing persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of such persons. The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that is beneficially owned by Mithril, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3 in which they have a pecuniary interest. This filing shall not be deemed an admission that the Reporting Persons are 10% shareholders for purposes of Section 16 of the Exchange Act or an admission that such Reporting Persons are the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Marc Elia	04/01/2022
	M28 Capital Management LP, by: /s/ Marc Elia, Chief Investment Officer	04/01/2022
	** Signature of Reporting Person	Date
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