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* Gerngross Tillman U. (Last) (First) (Middle) C/O ADAGIO THERAPEUTICS, INC. 303 WYMAN STREET, SUITE 300 (Street) WALTHAM MA 02451 (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	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)
Common Stock	1,985,295	I	By LLC(1)

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	(2)	(2)	Common Stock	25,000,000	(2)	I	By LLC(1)
Series B Preferred Stock	(2)	(2)	Common Stock	220,380	(2)	I	By LLC(1)
Series C Preferred Stock	(2)	(2)	Common Stock	640,320	(2)	I	By LLC(1)
Stock Option (Right to Buy)	(3)	05/06/2031	Common Stock	3,419,345	10.14	D
Stock Option (Right to Buy)	(4)	07/03/2031	Common Stock	962,825	12.8	D

Explanation of Responses:

1. These shares are held by Adimab, LLC (the "LLC"). The Reporting Person is an officer and member of the Board of Directors of the LLC and, as such, may be deemed to have shared voting and investment power with respect to the shares held by the LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. 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.

3. One quarter (1/4) of the options shall vest on May 7, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 7th day of each month, subject to the Reporting Person's continuous service on each vesting date.

4. One quarter (1/4) of the options shall vest on July 4, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 4th day of each month, subject to the Reporting Person's continuous service on each vesting date.

Remarks:

	/s/ Dorothy Vinsky, Attorney-in-Fact	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 5 (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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POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

       Know all by these presents, that the undersigned hereby
constitutes and appoints Jane Pritchett Henderson of Adagio Therapeutics, Inc.
(the "Company") and Divakar Gupta, Courtney Tygesson, Ryan Sansom,
Erika Kaneko, David Brinton, Barry Kuang, Sarah Howard and Dorothy Vinsky of
Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in
fact and agents to:

        (l)	Prepare, execute in the undersigned's name and on
the undersigned's behalf, and submit to the Securities and
Exchange Commission (the "SEC"), a Form ID and Forms 3, 4 and 5
(including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a
registered class of securities of the Company;

        (2)	Do and perform any and all acts for and on behalf
of the undersigned that may be necessary or desirable to
prepare and execute any such Form ID and Forms 3, 4 or 5
(including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any
stock exchange, self-regulatory association or any similar
authority; and

       (3)	Take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact
on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact , or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving
in such capacity at the request of the undersigned, are not
assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and
effect until the earliest to occur of (a) the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned  in a
signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer
employed by the Company or employed by or a partner at Cooley
LLP or another law firm representing the Company, as
applicable.

       IN WTINESS WHEREOF, the undersigned has caused this
Power of Attorney to be signed as of the date written below.

Date: July 13, 2021			/s/ Tillman U. Gerngross
						Tillman U. Gerngross, Ph.D.