| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ARYA Sciences Acquisition Corp IV [ ARYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A ordinary shares | 07/31/2024 | D(1)(2) | 499,000 | D | (1)(2) | 0 | D(4) | |||
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Class B ordinary shares | (3) | 07/31/2024 | D(3) | 1,000,000 | (3) | (3) | Class A ordinary shares | 1,000,000 | (3) | 2,647,500 | D(4) | ||||
| Class B ordinary shares | (1)(2) | 07/31/2024 | D(1)(2) | 2,647,500 | (1)(2) | (1)(2) | Class A ordinary shares | 2,647,500 | (1)(2) | 0 | D(4) | ||||
| Explanation of Responses: |
| 1. In connection with the Business Combination Agreement, dated February 13, 2024, by and among the Issuer, Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) ("HoldCo"), Aja Merger Sub 1 ("Merger Sub 1"), Aja Merger Sub 2, Inc. ("Merger Sub 2") and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer and Merger Sub 2 merged with and into Adagio, with each of the Issuer and Adagio becoming a wholly owned subsidiary of HoldCo, and the Reporting Person's ordinary shares of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share (the "New Adagio Common Stock"), on a one-for-one basis. |
| 2. (Footnote 1 Continued) 1,147,500 of such shares of New Adagio Common Stock will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Business Combination closing, the post-closing share price of HoldCo equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period. |
| 3. In connection with the execution of the Business Combination Agreement, the Reporting Person entered into that certain Sponsor Letter Agreement, dated as of February 13, 2024, by and among the Reporting Person, the Issuer, HoldCo, Adagio and certain other individuals (the "Sponsor Letter Agreement"). Pursuant to the Sponsor Letter Agreement, the Reporting Person agreed to forfeit 1,000,000 Class B ordinary shares at, and subject to, the closing of the Business Combination for no consideration. |
| 4. The shares are held by the Reporting Person. The Reporting Person is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the Reporting Person and may be deemed to have shared beneficial ownership of the securities held directly by the Reporting Person. |
| /s/ Samuel M. Cohn, as Secretary | 07/31/2024 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
