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* 5AM Ventures V, L.P. (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2021	3. Issuer Name and Ticker or Trading Symbol Rallybio Corp [ RLYB ]
		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)
Common Stock	2,778,216	I	footnote(1)(2)
Common Stock	788,894	I	footnote(3)(4)

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

1. Name and Address of Reporting Person* 5AM Ventures V, L.P. (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* 5AM Partners V, LLC (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* 5AM Opportunities I, L.P. (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* 5AM Opportunities I (GP), LLC (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* ROCKLAGE SCOTT M (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

1. Name and Address of Reporting Person* Schwab Andrew J. (Last) (First) (Middle) 501 2ND STREET, SUITE 350 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)

Explanation of Responses:

1. Consists of 2,778,216 shares held by 5AM Ventures V, L.P. ("Ventures V").

2. 5AM Partners V, LLC is the general partner of Ventures V and may be deemed to have sole investment and voting power over the shares held by Ventures V. Each of Andrew Schwab, Dr. Kush Parmar and Dr. Scott Rocklage is a Managing Member of 5AM Partners V, LLC, and may be deemed to have shared voting and dispositive power over the shares held by Ventures V. Therefore, each of Andrew Schwab, Dr. Kush Parmar, Dr. Scott Rocklage, and 5AM Partners V, LLC may be deemed to beneficially own the shares held by Ventures V, and each disclaims beneficial ownership over the shares held by Ventures V except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the issuer and files separate Section 16 reports.

3. Consists of 788,894 shares held by 5AM Opportunities I, L.P. ("Opportunities I")

4. 5AM Opportunities I (GP), LLC is the general partner of Opportunities I, L.P. and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Each of Andrew Schwab and Dr. Kush Parmar is a Managing Member of 5AM Opportunities I (GP), LLC, and may be deemed to have shared voting and dispositive power over the shares held by Opportunities I. Therefore, each of Andrew Schwab, Dr. Kush Parmar and 5AM Opportunities I (GP), LLC may be deemed to beneficially own the shares held by Opportunities I, and each disclaims beneficial ownership over the shares held by Opportunities I except to the extent of his or its pecuniary interest therein. Dr. Parmar is a director of the issuer and files separate Section 16 reports.

Remarks:

	5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member	07/29/2021
	5AM Partners V, LLC, By /s/ Scott M. Rocklage, Managing Member	07/29/2021
	5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	07/29/2021
	5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member	07/29/2021
	/s/ Scott M. Rocklage	07/29/2021
	/s/ Andrew J. Schwab	07/29/2021
	** 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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