Form 4 Rallybio Corp For: Jul 28 Filed by: Uden Stephen

January 14, 2022 8:12 PM EST

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 ^*

Uden Stephen

(Last)

(First)

(Middle)

C/O RALLYBIO CORPORATION

234 CHURCH STREET, SUITE 1020

(Street)

NEW HAVEN

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2021		J⁽¹⁾		709,127	A	⁽¹⁾	709,127	D
Common Stock	01/12/2022		P		5,000	A	$ 10.55 ⁽²⁾	714,127	D
Common Stock	01/13/2022		P		4,193	A	$ 9.06 ⁽³⁾	718,320	D
Common Stock	01/13/2022		P		807	A	$ 9.62 ⁽⁴⁾	719,127	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽¹⁾	07/28/2021		J⁽¹⁾			4,820,000	⁽¹⁾	⁽¹⁾	Common Stock	652,922	⁽¹⁾	0	D
Series A-1 Preferred Units	⁽¹⁾	07/28/2021		J⁽¹⁾			150,000	⁽¹⁾	⁽¹⁾	Common Stock	23,557	⁽¹⁾	0	D
Series A-2 Preferred Units	⁽¹⁾	07/28/2021		J⁽¹⁾			100,000	⁽¹⁾	⁽¹⁾	Common Stock	15,704	⁽¹⁾	0	D
Series B Preferred Units	⁽¹⁾	07/28/2021		J⁽¹⁾			107,891	⁽¹⁾	⁽¹⁾	Common Stock	16,944	⁽¹⁾	0	D
Option (Right to Buy)	$ 13	07/28/2021		A		160,000		⁽⁵⁾	07/28/2031	Common Stock	160,000	$ 0	160,000	D

Explanation of Responses:

1. The Common Units, Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred Units (collectively with the Series A-1 Preferred Units and Series A-2 Preferred Units, the "Preferred Units") reported herein were 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 Common Units, on an aggregate basis, received approximately 7.38 shares of common stock of the Issuer for each Common Unit and approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Common Units and Preferred Units had no expiration date prior to the liquidation.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.01 to $11.00, inclusive. The reporting person undertakes to provide to Rallybio Corporation, any security holder of Rallybio Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.29 to $9.28, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.29 to $10.28, inclusive.

5. The option vests as to 25% of the underlying shares of Common Stock on July 28, 2022 and as to the remaining 75% of the underlying shares of Common Stock in 36 equal monthly installments thereafter.

Remarks:

Chief Operating Officer & Chief Scientific Officer

	/s/ Michael Greco, Attorney-in-Fact	01/14/2022
	** 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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