Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-031633
Date:2021-07-28
Issuer: RALLYBIO CORP (RLYB)
Original Submission Date:

Reporting Person:

SHANNON TIMOTHY M
C/O RALLYBIO CORPORATION
234 CHURCH STREET, SUITE 1020 NEW HAVEN, CT 06510

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-07-28 J 2,332,789 a $0.00 2,332,789 indirect
COMMON STOCK 2021-08-02 P 76,923 a $13.00 2,409,712 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A-1 PREFERRED UNITS 0.0 2021-07-28 deemed execution date J 1,795,946 (d) common stock 282,044 $0.00 0 indirect canaan xi l.p.
SERIES A-2 PREFERRED UNITS 0.0 2021-07-28 deemed execution date J 8,742,654 (d) common stock 1,372,990 $0.00 0 indirect canaan xi l.p.
SERIES B PREFERRED UNITS 0.0 2021-07-28 deemed execution date J 4,315,676 (d) common stock 677,755 $0.00 0 indirect canaan xi l.p.
OPTION (RIGHT TO BUY) 13.0 2021-07-28 deemed execution date A 13,440 (a) common stock 13,440 $13.00 13,440 direct
Footnotes
IDfootnote
f1 the series a-1 preferred units, series a-2 preferred units and series b preferred units (collectively, the "preferred units") reported herein were preferred 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 preferred units received approximately 6.37 shares of common stock of the issuer for each preferred unit. rallybio holdings, llc was subsequently dissolved. the preferred units had no expiration date prior to the liquidation.
f2 the reported securities are held directly by canaan xi l.p. (the "canaan fund"). the sole general partner of the canaan fund is canaan partners xi llc ("canaan xi", and together with the canaan fund, the "canaan entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the canaan fund. the reporting person is a manager and member of canaan xi. the reporting person disclaims section 16 beneficial ownership in the securities held by the canaan entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest he owns in canaan xi.
f3 prior to the effectiveness of the plan of liquidation, the preferred units were convertible into shares of common units of rallybio holdings, llc.
f4 the option vests as to the underlying shares of common stock on the earlier of july 28, 2022 and the date of the first annual meeting of stockholders of the issuer following the closing of its initial public offering. the option expires on july 28, 2031.
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