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* Redmile Group, LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 (Street) SAN FRANCISCO CA 94129 (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) Form filed by One Reporting Person X 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 C Preferred Stock	(1)	(1)	Common Stock	1,920,960(1)	(1)	I	See Footnote(2)

1. Name and Address of Reporting Person* Redmile Group, LLC (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* Green Jeremy (Last) (First) (Middle) C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BLDG D SUITE D3-300 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redmile Biopharma Investments III, L.P. (Last) (First) (Middle) C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BLDG D SUITE D3-300 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

Explanation of Responses:

1. The Series C preferred stock (the "Series C Preferred") is convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, for no consideration. The Series C Preferred has no expiration date. This Form 3 reflects that, on July 30, 2021, the Issuer effected a five-for-one forward split of its common stock, as a result of which the conversion ratio of the Series C Preferred was proportionately adjusted.

2. The Series C Preferred are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including Redmile Biopharma Investments III, L.P., which directly owns 1,440,725 shares of the Series C Preferred. The reported securities may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Redmile and Mr. Green are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	08/05/2021
	/s/ Jeremy Green	08/05/2021
	By: /s/ Jeremy Green, Managing Member of Redmile Biopharma Investments III (GP), LLC, General Partner of Redmile Biopharma Investments III, L.P.	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).
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