Sec Form 4 Filing - Soleus Private Equity GP I, LLC @ Lyra Therapeutics, Inc. - 2020-05-05

FORM 4 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 Soleus Private Equity GP I, LLC 2. Issuer Name and Ticker or Trading Symbol Lyra Therapeutics, Inc. [ LYRA] 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) 104 FIELD POINT ROAD, 2ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2020 (Street) GREENWICH, CT06830 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 05/05/2020 C 338,330 A $ 0 338,330 I See footnote ( 1 ) Common Stock 05/05/2020 C 104,608 A $ 0 442,948 I See footnote ( 1 ) Common Stock 05/05/2020 X 31,382 A $ 8.63 474,330 I See footnote ( 1 ) ( 3 ) Common Stock 05/05/2020 S 16,909 D $ 16 457,421 I See footnote ( 1 ) ( 3 ) Common Stock 05/05/2020 P 155,000 A $ 16 155,000 I See footnote ( 2 )

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 Series B Convertible Preferred Stock ( 4 ) 05/05/2020 C 11,666,666 ( 4 ) ( 4 ) Common Stock 338,330 $ 0 0 I See footnote ( 1 ) Series C Convertible Preferred Stock ( 4 ) 05/05/2020 C 3,607,224 ( 4 ) ( 4 ) Common Stock 104,608 $ 0 0 I See footnote ( 1 ) Common Stock Warrant $ 8.63 05/05/2020 X 31,382 01/27/2020 01/27/2030 Common Stock 31,382 $ 0 0 I See footnote ( 1 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Soleus Private Equity GP I, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Soleus Private Equity Fund I, L.P. 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Soleus PE GP I, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Soleus Capital Master Fund, L.P. 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Soleus Capital, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Soleus Capital Group, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Levy Guy C/O SOLEUS PRIVATE EQUITY GP I, LLC 104 FIELD POINT ROAD, 2ND FLOOR GREENWICH, CT06830 X Signatures Soleus Private Equity GP I, LLC /s/ Guy Levy, Managing Member of Soleus PE GP I, LLC, which is the Manager of Soleus Private Equity GP I, LLC 05/15/2020 Signature of Reporting Person Date Soleus Private Equity Fund I, L.P., /s/ Guy Levy, Managing Member of Soleus PE GP I, LLC, which is the Manager of Soleus Private Equity GP I, LLC, which is the General Partner of Soleus Private Equity Fund I, L.P. 05/15/2020 Signature of Reporting Person Date Soleus PE GP I, LLC /s/ Guy Levy, Managing Member 05/15/2020 Signature of Reporting Person Date Soleus Capital Master Fund, L.P./s/ Guy Levy, Managing Member of Soleus Capital Group, LLC, which is the Managing Member of Soleus Capital, LLC, which is the General Partner of Soleus Capital Master Fund, L.P. 05/15/2020 Signature of Reporting Person Date Soleus Capital, LLC /s/ Guy Levy, Managing Member of Soleus Capital Group, LLC, which is the Managing Member of Soleus Capital, LLC 05/15/2020 Signature of Reporting Person Date Soleus Capital Group, LLC /s/ Guy Levy, Managing Member 05/15/2020 Signature of Reporting Person Date Guy Levy /s/ Guy Levy 05/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported in this row are owned directly by Soleus Private Equity Fund I, L.P. ("Soleus PE"). Soleus Private Equity GP I, LLC ("Soleus GP") is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP I, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP I, LLC. Each of Mr. Guy Levy, Soleus PE GP I, LLC and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 2 )The securities reported in this row are held by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 3 )On May 5, 2020, Soleus PE exercised a warrant to purchase an aggregate of 31,382 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 16,909 of the warrant shares to pay the exercise price and issued the remaining 14,473 shares of common stock to Soleus PE. The Issuer also paid $13.77 to Soleus PE in lieu of a fractional share. ( 4 )Each share of preferred stock was automatically converted into 0.0289998 shares of common stock upon the closing of the Issuer's initial public offering.

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