Form 4 for ADGM Adagio Medical Holdings, Inc.
Accepted 2024-08-02 00:00:00 ET · period of report 2024-07-31 · accession 0001140361-24-035442 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-08-02 | 2024-07-31 | ADGM | Bergheim Hakon | COO | J - Other | — | +7,539 | 7,539 | New | — |
| D | 2024-08-02 | 2024-07-31 | ADGM | Bergheim Hakon | COO | A - Grant | — | +1,000 | 1,000 | New | — |
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 | 2024-07-31 | J | A | 7,539 | — | 7,539 | D | — | — | (F1) Pursuant to the business combination (the "Business Combination") contemplated by the Business Combination Agreement (the "BCA"), dated February 13, 2024, as amended, by and among Adagio Medical Holdings, Inc. (formerly known as Aja Holdco Inc., "New Adagio" and following the completion of the Business Combination, the "Issuer"), ARYA Sciences Acquisition Corp IV, Adagio Medical, Inc. ("Adagio") and certain other parties thereto, as described in the Registration Statement on Form S-4 (File No. 333-278811) filed with the U.S. Securities and Exchange Commission ("SEC") and declared effective on July 12, 2024, acquired by the reporting person in exchange for the shares of Adagio common stock held by the reporting person prior to the completion of the Business Combination. |
| 2 | Derivative | Stock Option (Right to Buy) | 2024-07-31 | A | A | 1,000 | — | 1,000 | D | $9.78 · 2024-07-31 to 2028-12-11 | 1,000 Common Stock | (F2) Pursuant to the BCA, upon the consummation of the Business Combination, the In-the-Money Options (as defined in the BCA) held by the reporting person prior to the completion of the Business Combination were canceled and extinguished in exchange for options to purchase shares of New Adagio Common Stock. (F3) The options are fully vested; provided, however, that the reporting person may not exercise any of the options until a registration statement on Form S-8 covering the issuance of the options is filed by the Issuer with the SEC and declared effective. |