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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 07/31/2024 | D(1) | 30,000 | (1) | (1) | Class A ordinary shares | 30,000 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HENDERSON MICHAEL THOMAS C/O ARYA SCIENCES ACQUISITION CORP IV 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
X | |||
| /s/ Samuel M. Cohn, attorney-in-fact | 07/31/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 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, on a one-for-one basis. |