LianBio

05/27/2022 | Press release | Distributed by Public on 05/27/2022 08:07

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
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 OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
51 ASTOR PLACE, 10TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10003
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

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
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
LEV LB Holdings, LP
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
Perceptive Xontogeny Venture Fund, LP
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
C2 Life Sciences LLC
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
Perceptive Venture Advisors, LLC
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
LEV LB Holdings GP, LLC
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR

NEW YORK, NY10003
X X

Signatures

/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member 2022-05-27
**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 member 2022-05-27
**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 2022-05-27
**Signature of Reporting Person Date
/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund, LP, By: Perceptive Venture Advisors LLC, its investment manager, By: Joseph Edelman, its managing member 2022-05-27
**Signature of Reporting Person Date
/s/ Joseph Edelman - for C2 Life Sciences LLC, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member 2022-05-27
**Signature of Reporting Person Date
/s/ Joseph Edelman - for Perceptive Venture Advisors LLC, By: Joseph Edelman, its managing member 2022-05-27
**Signature of Reporting Person Date
/s/ Joseph Edelman - for LEV LB Holdings GP, LLC, By: Joseph Edelman, its sole member 2022-05-27
**Signature of Reporting Person Date
/s/ Joseph Edelman 2022-05-27
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(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) The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.065 to $3.20, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of purchased at each separate price within such range.
(6) Each American Depositary Share represents one Ordinary Share of the Issuer.
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