Form 4 Rallybio Corp For: Jul 28 Filed by: PARMAR KUSH

August 4, 2021 9:20 PM EDT

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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
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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 *
PARMAR KUSH

(Last) (First) (Middle)
C/O RALLYBIO CORPORATION
234 CHURCH STREET, SUITE 1020

(Street)
NEW HAVEN CT 06510

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rallybio Corp [ RLYB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2021
4. 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 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
Common Stock 07/28/2021   J (1)   2,784,626 A (1) 2,784,626 I 5AM Ventures V, L.P. (2)
Common Stock 07/28/2021   J (1)   790,714 A (1) 790,714 I 5AM Opportunities I, L.P. (3)
Common Stock 08/02/2021   P   615,384 A $ 13 1,406,098 I 5AM Opportunities I, L.P. (3)
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
Series A-1 Preferred Units (1) 07/28/2021   J (1)     1,795,946   (1)   (1) Common Stock (4) 282,044 (1) 0 I 5AM Ventures V, LP. (2)
Series A-2 Preferred Units (1) 07/28/2021   J (1)     8,742,654   (1)   (1) Common Stock (4) 1,372,990 (1) 0 I 5AM Ventures V, LP. (2)
Series B Preferred Units (1) 07/28/2021   J (1)     7,192,795   (1)   (1) Common Stock (4) 1,129,592 (1) 0 I 5AM Ventures V, LP. (2)
Series B Preferred Units (1) 07/28/2021   J (1)     5,034,955   (1)   (1) Common Stock (4) 790,714 (1) 0 I 5AM Opportunities I, L.P. (3)
Option (Right to Buy) $ 13 07/28/2021   A   13,440     (5)   (5) Common Stock 13,440 $ 0 13,440 D  
Explanation of Responses:
1. The Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred units (collectively, the "Preferred Units") reported herein were preferred units of Rallybio Holdings, LLC. The shares of common stock of the Issuer were received on July 28, 2021 pursuant to the Plan of Liquidation and Dissolution, dated July 28, 2021, among Rallybio Holdings, LLC and its members (the "Plan of Liquidation"). Pursuant to the Plan of Liquidation, the holders of Preferred Units received approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Preferred Units had no expiration date prior to the liquidation.
2. These securities are held directly by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the sole general partner of Ventures V. Dr. Parmar is a managing member of Partners V and may be deemed to share voting and investment power over the securities held by Ventures V. Dr. Parmar disclaims beneficial ownership of the securities held by Ventures V except to the extent of his pecuniary interest therein.
3. These securities are held directly by 5AM Opportunities I, L.P. ("Opportunities I, L.P."). 5AM Opportunities I (GP), LLC ("Opportunities I (GP)") is the general partner of Opportunities I, L.P. Dr. Parmar is a managing member of Opportunities I (GP), and may be deemed to share voting and dispositive power over the securities held by Opportunities I, L.P. Dr. Parmar disclaims beneficial ownership of the securities held by Opportunities I, L.P. except to the extent of his pecuniary interest therein.
4. Prior to the effectiveness of the Plan of Liquidation, the Preferred Units were convertible into common units of Rallybio Holdings, LLC.
5. The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering.
/s/ Kush Parmar 08/04/2021
** 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.
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