Martin Mackay - Jul 28, 2021 Form 4 Insider Report for Rallybio Corp (RLYB)

Role: Chief Executive Officer, Director
Signature: /s/ Michael Greco, Attorney-in-Fact
Stock symbol: RLYB
Transactions as of: Jul 28, 2021
Transactions value $: $103,473
Form type: 4
Date filed: 1/12/2022, 05:56 PM
Previous filing: May 10, 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		+273K			273K	Jul 28, 2021	Direct	F1
transaction	RLYB	Common Stock	Other		+437K			437K	Jul 28, 2021	See Footnote	F1, F2
transaction	RLYB	Common Stock	Purchase	$55.6K	+5.5K	+2.02%	$10.10	278K	Jan 10, 2022	Direct	F3
transaction	RLYB	Common Stock	Purchase	$47.9K	+4.5K	+1.62%	$10.65	283K	Jan 11, 2022	Direct	F4

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	Common Units	Other		-2.26M	-100%		0	Jul 28, 2021	Common Stock	273K		Direct	F1
transaction	RLYB	Common Units	Other		-2.56M	-100%		0	Jul 28, 2021	Common Stock	380K		See Footnote	F1, F2
transaction	RLYB	Series A-1 Preferred Units	Other		-150K	-100%		0	Jul 28, 2021	Common Stock	23.6K		See Footnote	F1, F2
transaction	RLYB	Series A-2 Preferred Units	Other		-100K	-100%		0	Jul 28, 2021	Common Stock	15.7K		See Footnote	F1, F2
transaction	RLYB	Series B Preferred Units	Other		-108K	-100%		0	Jul 28, 2021	Common Stock	16.9K		See Footnote	F1, F2
transaction	RLYB	Option (Right to Buy)	Award	$0	+160K		$0.00	160K	Jul 28, 2021	Common Stock	160K	$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 Common Units, Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred Units (collectively with the Series A-1 Preferred Units and Series A-2 Preferred Units, the "Preferred Units") reported herein were 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 Common Units, on an aggregate basis, received approximately 7.38 shares of common stock of the Issuer for each Common Unit and approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Common Units and Preferred Units had no expiration date prior to the liquidation.
F2	Shares of common stock are held directly by a limited liability company, of which Martin Mackay is the managing member. As a result, Dr. Mackay may be deemed to share beneficial ownership of the shares held by the limited liability company.
F3	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.66 to $10.65, inclusive. The reporting person undertakes to provide to Rallybio Corporation, any security holder of Rallybio Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
F4	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.01 to $11.00, inclusive.
F5	The option vests as to 25% of the underlying shares of Common Stock on July 28, 2022 and as to the remaining 75% of the underlying shares of Common Stock in 36 equal monthly installments thereafter.