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Filing Details

Accession Number:: 0000899243-21-042807
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-03 18:59:18
Reporting Period:: 2021-11-01

Accepted Time:: 2021-11-03 18:59:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831283	Lianbio	LIAN	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1164426	Joseph Edelman	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1224962	Perceptive Advisors Llc	51 Astor Place, 10Th Floor New York NY 10003	Yes	No	Yes	No
1249675	Ltd Fund Master Sciences Life Perceptive	C/O Perceptive Advisors Llc 51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1757940	Perceptive Xontogeny Venture Fund, Lp	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1789443	Lev Lb Holdings, Lp	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1890130	Perceptive Venture Advisors, Llc	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1890132	Lev Lb Holdings Gp, Llc	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No
1890152	C2 Life Sciences Llc	51 Astor Place, 10Th Floor New York NY 10003	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Acquisiton	2021-11-01	120,000	$15.50	7,153,885	No	4	P	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-02	100,000	$13.50	7,253,885	No	4	P	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-03	3,715,510	$0.00	10,969,395	No	4	C	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-03	14,619,500	$0.00	25,588,895	No	4	C	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-03	14,619,500	$0.00	21,653,385	No	4	C	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-03	2,923,000	$0.00	4,330,675	No	4	C	Indirect	See footnote
Ordinary Shares	Acquisiton	2021-11-03	2,477,005	$0.00	2,477,005	No	4	C	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Series A Preferred Shares	Disposition	2021-11-03	635,369	$0.00	3,715,510	$0.00
Ordinary Shares	Series Seed Preferred Shares	Disposition	2021-11-03	2,500,000	$0.00	14,619,500	$0.00
Ordinary Shares	Series Seed Preferred Shares	Disposition	2021-11-03	2,500,000	$0.00	14,619,500	$0.00
Ordinary Shares	Series Seed Preferred Shares	Disposition	2021-11-03	500,000	$0.00	2,923,900	$0.00
Ordinary Shares	Series A Preferred Shares	Disposition	2021-11-03	423,579	$0.00	2,477,005	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

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.
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.
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.
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.
Each share of the Issuer's Series A Preferred Shares automatically converted 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.
Each share of the Issuer's Seed Series Preferred Shares automatically converted into 5.8478 of the Issuer's Ordinary Shares immediately prior to the closing of the Issuer's initial public offering. The Seed Series Preferred Shares have no expiration date.
The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.25 to $13.79, 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.