M28 Capital Management Form 4 Adagio Therapeutics / Marc Elia ownership change

SEC Form 4

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^*

Elia Marc

(Last)

(First)

(Middle)

C/O ADAGIO THERAPEUTICS, INC.

1601 TRAPELO ROAD, SUITE 178

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

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

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 5

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

4. 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 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	08/17/2022		P		1,000,000	A	$4.04⁽¹⁾⁽⁴⁾	7,398,250	I	See footnote⁽⁵⁾
Common Stock	08/18/2022		P		1,265,549	A	$4.31⁽²⁾⁽⁴⁾	8,663,799	I	See footnote⁽⁵⁾
Common Stock	08/19/2022		P		584,451	A	$4.62⁽³⁾⁽⁴⁾	9,248,250	I	See footnote⁽⁵⁾

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)

1. Name and Address of Reporting Person^*

Elia Marc

(Last)

(First)

(Middle)

C/O ADAGIO THERAPEUTICS, INC.

1601 TRAPELO ROAD, SUITE 178

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

M28 Capital Management LP

(Last)

(First)

(Middle)

700 CANAL STREET, 2ND FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Explanation of Responses:

1. The price in Column 4 is a weighted average purchase price. The prices actually paid ranged from $3.96 to $4.15.

2. The price in Column 4 is a weighted average purchase price. The prices actually paid ranged from $3.90 to $4.50.

3. The price in Column 4 is a weighted average purchase price. The prices actually paid ranged from $4.33 to $4.70.

4. The reporting person undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range.

5. This Form 4 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia") with respect to securities held by certain funds and accounts for which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. Mr. Elia also serves on the Board of Directors of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Remarks:

	/s/ Jill Andersen attorney-in-fact for Marc Elia	08/19/2022
	M28 Capital Management LP, By: /s/ Chris Taliercio	08/19/2022
	** 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.
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M28 Capital Management Form 4Adagio Therapeutics / Marc Elia ownership change