Sec Form 4 Filing - PERCEPTIVE ADVISORS LLC @ Landos Biopharma, Inc. - 2021-02-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
PERCEPTIVE ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Landos Biopharma, Inc. [ LABP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
02/08/2021
(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 02/08/2021C 2,941,769 A 2,941,769 I See footnote ( 3 )
Common Stock 02/08/2021C 2,941,769 A 2,941,769 I See footnote ( 4 )
Common Stock 02/08/2021C 2,857,795 A 5,799,564 I See footnote ( 3 )
Common Stock 02/08/2021C 2,857,795 A 5,799,564 I See footnote ( 4 )
Common Stock 02/08/2021C 1,770,600 A 1,770,600 I See footnote ( 5 )
Common Stock 02/08/2021P 1,250,000 A $ 16 7,049,564 I See footnote ( 3 )
Common Stock 3,090,924 I See footnote ( 6 )
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 A Preferred Stock ( 1 ) 02/08/2021C 2,941,769 ( 1 )( 1 ) Common Stock 2,941,769 ( 1 ) 0 I See footnote ( 3 )
Series A Preferred Stock ( 1 ) 02/08/2021C 2,941,769 ( 1 )( 1 ) Common Stock 2,941,769 ( 1 ) 0 I See footnote ( 4 )
Series B Preferred Stock ( 2 ) 02/08/2021C 2,857,795 ( 2 )( 2 ) Common Stock 2,857,795 ( 2 ) 0 I See footnote ( 3 )
Series B Preferred Stock ( 2 ) 02/08/2021C 2,857,795 ( 2 )( 2 ) Common Stock 2,857,795 ( 2 ) 0 I See footnote ( 4 )
Series B Preferred Stock ( 2 ) 02/08/2021C 1,770,600 ( 2 )( 2 ) Common Stock 1,770,600 ( 2 ) 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK, NY10003
XX
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK, NY10003
XX
Xontogeny, LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK, NY10003
XX
Perceptive Xontogeny Venture Fund, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK, NY10003
XX
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK, NY10003
XX
Signatures
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member02/08/2021
** Signature of Reporting Person Date
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member02/08/2021
** Signature of Reporting Person Date
/s/ Joseph Edelman - for Xontogeny LLC, By: C2 Ventures, LLC, By: Joseph Edelman, its managing member02/08/2021
** Signature of Reporting Person Date
/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund L.P., By: Perceptive Xontogeny Ventures GP, LLC, its general partner, By: Joseph Edelman, its managing member02/08/2021
** Signature of Reporting Person Date
/s/ Joseph Edelman02/08/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Series A preferred stock automatically converted into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A preferred stock had no expiration date.
( 2 )Each share of the Issuer's Series B preferred stock automatically converted into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series B preferred stock had no expiration date.
( 3 )The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 4 )The securities are directly held by Perceptive Xontogeny Ventures, L.P. ("PXV"). The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 5 )The securities are directly held by PX Venture (A), LLC. The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 6 )The securities are directly held by Xontogeny, LLC ("Xontogeny"). C2 Ventures, LLC ("C2") is the manager of Perceptive XV Holdings, LLC ("Holdings"), the manager of Xontogeny. Joseph Edelman is the managing member of C2. Holdings, C2, and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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