4//SEC Filing
ALTMAN MICHAEL SETH 4
Accession 0001140361-24-035164
CIK 0001838821other
Filed
Jul 30, 8:00 PM ET
Accepted
Jul 31, 9:40 PM ET
Size
11.8 KB
Accession
0001140361-24-035164
Insider Transaction Report
Form 4
ALTMAN MICHAEL SETH
DirectorChief Financial Officer10% Owner
Transactions
- Disposition to Issuer
Class A ordinary shares
2024-07-31−499,000→ 0 total(indirect: By ARYA Sciences Holdings IV) - Disposition to Issuer
Class B ordinary shares
2024-07-31−2,647,500→ 0 total(indirect: By ARYA Sciences Holdings IV)→ Class A ordinary shares (2,647,500 underlying) - Disposition to Issuer
Class B ordinary shares
2024-07-31−1,000,000→ 2,647,500 total(indirect: By ARYA Sciences Holdings IV)→ Class A ordinary shares (1,000,000 underlying)
Footnotes (4)
- [F1]In connection with the Business Combination Agreement, dated February 13, 2024, by and among the Issuer, Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) ("HoldCo"), Aja Merger Sub 1 ("Merger Sub 1"), Aja Merger Sub 2, Inc. ("Merger Sub 2") and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer and Merger Sub 2 merged with and into Adagio, with each of the Issuer and Adagio becoming a wholly owned subsidiary of HoldCo, and the Reporting Person's ordinary shares of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share (the "New Adagio Common Stock"), on a one-for-one basis.
- [F2](Footnote 1 Continued) 1,147,500 of such shares of New Adagio Common Stock will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Business Combination closing, the post-closing share price of HoldCo equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period.
- [F3]In connection with the execution of the Business Combination Agreement, the Reporting Person entered into that certain Sponsor Letter Agreement, dated as of February 13, 2024, by and among the Reporting Person, the Issuer, HoldCo, Adagio and certain other individuals (the "Sponsor Letter Agreement"). Pursuant to the Sponsor Letter Agreement, the Reporting Person agreed to forfeit 1,000,000 Class B ordinary shares at, and subject to, the closing of the Business Combination for no consideration.
- [F4]The shares are held by ARYA Sciences Holdings IV (the "Sponsor"). The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and the Reporting Person. As such, Mr. Stone and the Reporting Person have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.
Documents
Issuer
ARYA Sciences Acquisition Corp IV
CIK 0001838821
Entity typeother
Related Parties
1- filerCIK 0001746738
Filing Metadata
- Form type
- 4
- Filed
- Jul 30, 8:00 PM ET
- Accepted
- Jul 31, 9:40 PM ET
- Size
- 11.8 KB