Sec Form 4 Filing - Poukalov Konstantin @ Landos Biopharma, Inc. - 2021-02-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Poukalov Konstantin 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) C/O LANDOS BIOPHARMA, INC., 1800 KRAFT DRIVE, SUITE 216 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2021 (Street) BLACKSBURG, VA24060 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/08/2021 C 13,369,728 A 13,369,728 ( 3 ) I By funds ( 4 ) ( 5 ) Common Stock 02/08/2021 P 1,250,000 A $ 16 14,619,728 I By funds ( 4 ) ( 5 )

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 Seri es A Preferred Stock ( 1 ) 02/08/2021 C 5,883,538 ( 6 ) ( 1 ) ( 1 ) Common Stock 5,883,538 ( 1 ) 0 I By funds ( 5 ) Series B Preferred Stock ( 2 ) 02/08/2021 C 7,486,190 ( 7 ) ( 2 ) ( 2 ) Common Stock 7,486,190 ( 2 ) 0 I By funds ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Poukalov Konstantin C/O LANDOS BIOPHARMA, INC. 1800 KRAFT DRIVE, SUITE 216 BLACKSBURG, VA24060 X X Signatures /s/ Eric W. Blanchard, Attorney-in-Fact 02/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A preferred stock automatically converted into 1.8249 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 1.8249 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 )Consists of 5,799,564 shares of common stock held by Perceptive Life Sciences Master Fund, Ltd. ("PLSMF"), 5,799,564 shares of common stock held by Perceptive Xontogeny Venture Fund, LP ("PXVF"), and 1,770,600 shares of common stock held by PX Venture (A), LLC ("PXV"). Perceptive Advisors, LLC ("Perceptive Advisors") serves as the investment manager to PLSMF, PXVF, and PXV. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 4 )Securities are held by PLSMF, PXVF, and PXV. Perceptive Advisors serves as the investment manager to Perceptive PLSMF, PXVF, and PXV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 5 )Securities are held by PLSMF and PXVF. Perceptive Advisors serves as the investment manager to PLSMF and PXVF. and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 6 )Consists of 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by PLSMF and 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by PXVF. Perceptive Advisors serves as the investment manager to PLSMF and PXVF. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 7 )Consists of 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PLSMF, 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PXVF and 1,770,600 shares of common stock issuable upon conversion of Series B preferred stock held by PXV. Perceptive Advisors serves as the investment manager to PLSMF, PXVF, and PXV. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.