Adagio Medical (ADGM) Form 3 Adagio Medical / Adam Leo Stone 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^*

ARYA Sciences Holdings IV

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2024

3. Issuer Name and Ticker or Trading Symbol
Adagio Medical Holdings, Inc. [ ADGM ]

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)

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	3,501,600(1)(2)	D(3)

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^*

ARYA Sciences Holdings IV

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stone Adam Leo

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ALTMAN MICHAEL SETH

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Explanation of Responses:

1. These securities were issued pursuant to the Business Combination Agreement, dated February 13, 2024, as amended by the Consent and Amendment No. 1 to Business Combination Agreement, dated as of June 25, 2024, by and among ARYA Sciences Acquisition Corp IV ("ARYA"), Adagio Medical Holdings, Inc. (f/k/a/ Aja HoldCo, Inc,) (the "Issuer"), Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination").

2. (Footnote 1 Continued) 1,147,500 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer reported herein are subject to share price trigger vesting and will vest if, prior to the tenth anniversary of the closing of the Business Combination (the "Closing"), the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period.

3. The reported securities are directly held by ARYA Sciences Holdings IV (the "Sponsor"). The Sponsor 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 shares of Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by the Sponsor.

	/s/ Samuel M. Cohn - for ARYA Sciences Holdings IV, By: Samuel M. Cohn, its Secretary	08/01/2024
	/s/ Adam Leo Stone	08/01/2024
	/s/ Michael Seth Altman	08/01/2024
	** Signature of Reporting Person	Date
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