Sec Form 3 Filing - PERCEPTIVE ADVISORS LLC @ LianBio - 2021-10-29

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 PERCEPTIVE ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol LianBio [ LIAN] 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) 10/29/2021 (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 Ordinary Shares 7,033,885 I See footnote ( 1 ) Ordinary Shares 7,033,885 I See footnote ( 2 ) Ordinary Shares 1,406,775 I See footnote ( 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 Series A Preferred Shares ( 5 ) ( 5 ) ( 5 ) Ordinary Shares 3,715,510 I See footnote ( 1 ) Series A Preferred Shares ( 5 ) ( 5 ) ( 5 ) Ordinary Shares 2,477,005 I See footnote ( 4 ) Series Seed Preferred Shares ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 14,619,500 I See footnote ( 1 ) Series Seed Preferred Shares ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 14,619,500 I See footnote ( 2 ) Series Seed Preferred Shares ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 2,923,900 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X X PERCEPTIVE LIFE SCIENCES MASTER FUND LTD C/O PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X LEV LB Holdings, LP 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Perceptive Xontogeny Venture Fund, LP 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X C2 Life Sciences LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Perceptive Venture Advisors, LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X LEV LB Holdings GP, LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X EDELMAN JOSEPH 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY10003 X Signatures /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for LEV LB Holdings, LP, By: LEV LB Holdings GP, LLC, its general partner, By: Joseph Edelman, its sole member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund, LP, By: Joseph Edelman, its investment manager, By: Joseph Edelman its managing member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for C2 Life Sciences LLC, By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for Perceptive Venture Advisors LLC, By: Joseph Edelman, its managing member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman - for LEV LB Holdings GP, LLC, By: Joseph Edelman, its sole member 10/29/2021 Signature of Reporting Person Date /s/ Joseph Edelman 10/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. ("Perceptive Life"). Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life. Joseph Edelman is the managing member of the Advisor. The Advisor 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. ( 2 )The securities are directly held by LEV LB Holdings, LP ("LEV LB"). LEV LB Holdings GP, LLC ("LEV LB LLC") is the manager of LEV LB. Mr. Edelman is the sole member of LEV LB LLC. LEV LB LLC 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. ( 3 )The securities are directly held by Perceptive Xontogeny Venture Fund, LP ("Perceptive Xontogeny"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment advisor to Perceptive Xontogeny and is an affiliate of the Advisor. Joseph Edelman is the managing member of the Advisor. The Venture Advisor, the Advisor 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. ( 4 )The securities are directly held by C2 Life Sciences LLC ("C2 Life"). The Advisor serves as the investment advisor to C2 Life. Joseph Edelman is the managing member of the Advisor. The Advisor 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 )Each share of the Issuer's Series A Preferred Shares will automatically convert into 5.8478 of the Issuer's Ordinary Shares immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Shares have no expiration date. ( 6 )Each share of the Issuer's Series Seed Preferred Shares will automatically convert into 5.8478 of the Issuer's Ordinary Shares immediately prior to the closing of the Issuer's initial public offering. The Series Seed Preferred Shares have no expiration date.

Remarks: Each of Adam Stone and Konstantin Poukalov serve on the Board of Directors of the Issuer. As reported on their respective Form 3s, each of Mr. Stone and Mr. Poukalov have been granted stock options to acquire 146,195 shares of common stock for an exercise price of $6.49 per share, which will be fully vested on December 17, 2024. Perceptive Advisors LLC may be deemed to have an indirect pecuniary interest in such securities because funds managed by the Advisor has the right to receive the director compensation provided in respect of Mr. Stone's and Mr. Poukalov's board service through a partial management fee offset.

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

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