Form 4: Adagio Medical Holdings COO Hakon Bergheim Reports Acquisition of Shares and Stock Options Following Business Combination

Hakon Bergheim, Chief Operating Officer of Adagio Medical Holdings, reports the acquisition of common stock and stock options as a result of the business combination with ARYA Sciences Acquisition Corp IV.

Summary

• Hakon Bergheim, the Chief Operating Officer of Adagio Medical Holdings, filed a Form 4 detailing changes in beneficial ownership.
• On July 31, 2024, Bergheim acquired 7,539 shares of common stock due to the business combination between Adagio Medical Holdings and ARYA Sciences Acquisition Corp IV.
• Bergheim also acquired options to purchase 1,000 shares of New Adagio Common Stock at an exercise price of $9.78, which were granted in exchange for In-the-Money Options held prior to the business combination.
• The options are fully vested but cannot be exercised until a Form S-8 registration statement is filed and declared effective by the SEC.
• The business combination was contemplated by the Business Combination Agreement dated February 13, 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it primarily reports a transaction related to a business combination. The acquisition of shares and options by the COO could be seen as a positive sign, but the delay in exercising the options tempers the enthusiasm.

Positives

• The acquisition of shares and options indicates Bergheim's continued involvement and stake in the company following the business combination.

Risks

• The options cannot be exercised until a Form S-8 registration statement is filed and declared effective, which introduces a potential delay.

Future Outlook

The reporting person may not exercise any of the options until a registration statement on Form S-8 covering the issuance of the options is filed by the Issuer with the SEC and declared effective.

Industry Context

Form 4 filings are standard practice for company insiders reporting changes in their ownership of company securities, providing transparency to investors.

Stakeholder Impact

• The filing provides transparency to shareholders regarding insider ownership.
• Employees holding similar options may be impacted by the delay in the Form S-8 filing.

Next Steps

• The company needs to file a Form S-8 registration statement with the SEC to allow the reporting person to exercise the acquired options.

Key Dates