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Form 3 Adagio Therapeutics, For: Aug 05 Filed by: MITHRIL II LP

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August 5, 2021 9:25 PM EDT
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)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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) I See Footnote (2)
Series B Preferred Stock   (1)   (1) Common Stock 881,520 (1) I See Footnote (2)
Class C Preferred Stock   (1)   (1) Common Stock 2,113,060 (1) I See Footnote (2)
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 GP LP ("GP II") is the general partner of II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Ajay Royan, a member of the Issuer's board of directors, is the Managing General Partner and Founder of Mithril Capital Management LLC ("MCM"), a management company that manages II LP and is appointed by GP II. Peter Thiel and Ajay Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to these entities and may be deemed to share voting, investment and dispositive power over the securities held by II LP. Each of GP II and Messrs. Thiel and Royan disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interests therein, if any.
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP 08/05/2021
** 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.

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