Sec Form 3 Filing - ARYA Sciences Holdings IV @ Adagio Medical Holdings, Inc. - 2024-07-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ARYA Sciences Holdings IV 2. Issuer Name and Ticker or Trading Symbol Adagio Medical Holdings, Inc. [ ADGM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2024 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 3,501,600 ( 1 ) ( 2 ) D ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARYA Sciences Holdings IV 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Stone Adam Leo 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X ALTMAN MICHAEL SETH 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Signatures /s/ Samuel M. Cohn - for ARYA Sciences Holdings IV, By: Samuel M. Cohn, its Secretary 08/01/2024 Signature of Reporting Person Date /s/ Adam Leo Stone 08/01/2024 Signature of Reporting Person Date /s/ Michael Seth Altman 08/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were issued pursuant to the Business Combination Agreement, dated February 13, 2024, as amended by the Consent and Amendment No. 1 to Business Combination Agreement, dated as of June 25, 2024, by and among ARYA Sciences Acquisition Corp IV ("ARYA"), Adagio Medical Holdings, Inc. (f/k/a/ Aja HoldCo, Inc,) (the "Issuer"), Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"). ( 2 )(Footnote 1 Continued) 1,147,500 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer reported herein are subject to share price trigger vesting and will vest if, prior to the tenth anniversary of the closing of the Business Combination (the "Closing"), the post-Closing share price of Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period. ( 3 )The reported securities are directly held by ARYA Sciences Holdings IV (the "Sponsor"). The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the shares of Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by the Sponsor.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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