Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-031635
Date:2021-07-28
Issuer: RALLYBIO CORP (RLYB)
Original Submission Date:

Reporting Person:

HOPFNER ROBERT LORNE
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 1,694,388 a $0.00 1,694,388 indirect
COMMON STOCK 2021-08-02 P 576,923 a $13.00 2,267,411 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 B PREFERRED UNITS 0.0 2021-07-28 deemed execution date J 10,789,193 (d) common stock 1,693,488 $0.00 0 indirect pivotal bioventure partners fund i 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 b preferred units (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 shares of common stock are held directly by pivotal bioventure partners fund i l.p. ("pivotal"). pivotal bioventure partners fund i g.p., l.p. is the general partner of pivotal. dr. hopfner is a managing director at pivotal bioventure partners and may be deemed to share voting and dispositive power over the shares held by pivotal. dr. hopfner disclaims beneficial ownership of the shares held by pivotal except to the extent of his pecuniary interest therein.
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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