Mithril II UGP Form 3/A Adagio Therapeutics / PETER THIEL 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^*

MITHRIL II LP

(Last) (First) (Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC

600 CONGRESS AVENUE SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2021

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

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

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

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

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)

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
Series A Preferred Stock	(1)	(1)	Common Stock	6,250,000	(1)	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock	881,520	(1)	D(2)
Class C Preferred Stock	(1)	(1)	Common Stock	2,113,060	(1)	D(2)

1. Name and Address of Reporting Person^*

MITHRIL II LP

(Last) (First) (Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC

600 CONGRESS AVENUE SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mithril II GP LP

(Last) (First) (Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC

600 CONGRESS AVENUE SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mithril II UGP LLC

(Last) (First) (Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC

600 CONGRESS AVENUE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THIEL PETER

(Last) (First) (Middle)

C/O MITHRIL CAPITAL MANAGEMENT LLC

600 CONGRESS AVENUE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

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.

	/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
	/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP	08/12/2021
	/s/ Ajay Royan, Managing Member, Mithril II UGP LLC	08/12/2021
	/s/ Peter Thiel	08/12/2021
	** Signature of Reporting Person	Date
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