Form 4 for RLYB Rallybio Corp

Accepted 2022-01-12 00:00:00 ET · period of report 2021-07-28 · accession 0000899243-22-001801 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DM	2022-01-12	2022-01-10+	RLYB	MACKAY MARTIN	CEO, Dir	P - Purchase	$10.35	+10.0K	282.6K	+4%	+$103.5K
DI	2022-01-12	2021-07-28	RLYB	MACKAY MARTIN	CEO, Dir	J - Other	—	+436.5K	436.5K	New	—
D	2022-01-12	2021-07-28	RLYB	MACKAY MARTIN	CEO, Dir	J - Other	—	+272.6K	272.6K	New	—
DMI	2022-01-12	2021-07-28	RLYB	MACKAY MARTIN	CEO, Dir	J - Other	—	-2.92M	0	-100%	—
D	2022-01-12	2021-07-28	RLYB	MACKAY MARTIN	CEO, Dir	J - Other	—	-2.26M	0	-100%	—
D	2022-01-12	2021-07-28	RLYB	MACKAY MARTIN	CEO, Dir	A - Grant	$0.00	+160.0K	160.0K	New	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-01-10	P	A	5,504	$10.10	278,113	D	—	—	(F3) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.66 to $10.65, 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 (3) and (4) to this Form 4.
2	Common	Common Stock	2022-01-11	P	A	4,496	$10.65	282,609	D	—	—	(F4) 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.
3	Common	Common Stock	2021-07-28	J	A	436,517	—	436,517	I	—	—	(F1) 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.
4	Common	Common Stock	2021-07-28	J	A	272,609	—	272,609	D See Footnote	—	—	(F1) 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. (F2) Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
5	Derivative	Series A-2 Preferred Units	2021-07-28	J	D	100,000	—	0	I See Footnote	— · — to —	15,704 Common Stock	(F1) 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. (F2) Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
6	Derivative	Common Units	2021-07-28	J	D	2,255,001	—	0	D See Footnote	— · — to —	272,609 Common Stock	(F1) 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. (F2) Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
7	Derivative	Common Units	2021-07-28	J	D	2,564,999	—	0	I See Footnote	— · — to —	380,312 Common Stock	(F1) 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. (F2) Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
8	Derivative	Series A-1 Preferred Units	2021-07-28	J	D	150,000	—	0	I See Footnote	— · — to —	23,557 Common Stock	(F1) 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. (F2) Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
9	Derivative	Series B Preferred Units	2021-07-28	J	D	107,891	—	0	I	— · — to —	16,944 Common Stock	(F1) 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.
10	Derivative	Option (Right to Buy)	2021-07-28	A	A	160,000	$0.00	160,000	D	$13.00 · — to 2031-07-28	160,000 Common Stock	(F5) 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.