Ronald Hunt - Jul 28, 2021 Form 4 Insider Report for Rallybio Corp (RLYB)

Role
Director
Signature
By: /s/ Michael Greco, Attorney-in-Fact
Stock symbol
RLYB
Transactions as of
Jul 28, 2021
Transactions value $
$3,999,996
Form type
4
Date filed
8/4/2021, 05:51 PM
Previous filing
Jun 25, 2021
Next filing
Jul 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RLYB Common Stock Other +1.99M 1.99M Jul 28, 2021 See footnote F1, F2
transaction RLYB Common Stock Purchase $2M +154K +7.72% $13.00 2.15M Aug 2, 2021 See footnote F2
transaction RLYB Common Stock Purchase $2M +154K +7.16% $13.00 2.3M Aug 2, 2021 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RLYB Series A-1 Preferred Units Other -1.8M -100% 0 Jul 28, 2021 Common Stock 282K See footnote F1, F2, F4
transaction RLYB Series A-2 Preferred Units Other -8.74M -100% 0 Jul 28, 2021 Common Stock 1.37M See footnote F1, F2, F4
transaction RLYB Series B Preferred Units Other -2.16M -100% 0 Jul 28, 2021 Common Stock 339K See footnote F1, F2, F4
transaction RLYB Option (Right to Buy) Award $0 +13.4K $0.00 13.4K Jul 28, 2021 Common Stock 13.4K $13.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Shares are directly held by New Leaf Ventures III, L.P. ("NLV-III"). New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC) is the general partner of NLVA-III LP. The Reporting Person is a managing director of NLVM-III LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The Reporting Person disclaims beneficial ownership of the shares held by NLV-III, except to the extent of his pecuniary interest therein, if any.
F3 Shares are directly held by New Leaf Biopharma Opportunities II, L.P. ("NL BPO-II"). New Leaf BPO Associates II, L.P. ("NL BPOA-II LP") is the general partner of NL BPO-II and New Leaf BPO Management II, L.L.C. ("NL BPOA-II LLC) is the general partner of NL BPOA-II LP. The Reporting Person is a managing director of NL BPOA-II LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NL BPO-II. The Reporting Person disclaims beneficial ownership of the shares held by NL BPO-II, except to the extent of his pecuniary interest therein, if any.
F4 Prior to the effectiveness of the Plan of Liquidation, the Preferred Units of Rallybio Holdings, LLC were convertible into shares of common units of Rallybio Holdings, LLC.
F5 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.