Perceptive Advisors Llc - Nov 1, 2021 Form 4 Insider Report for LianBio (LIAN)

Role: Director, 10%+ Owner
Signature: /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
Stock symbol: LIAN
Transactions as of: Nov 1, 2021
Transactions value $: $3,210,000
Form type: 4
Date filed: 11/3/2021, 06:59 PM
Previous filing: Oct 29, 2021
Next filing: Nov 5, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LIAN	Ordinary Shares	Purchase	$1.86M	+120K	+1.71%	$15.50^*	7.15M	Nov 1, 2021	See footnote	F1
transaction	LIAN	Ordinary Shares	Purchase	$1.35M	+100K	+1.4%	$13.50^*	7.25M	Nov 2, 2021	See footnote	F1, F7
transaction	LIAN	Ordinary Shares	Conversion of derivative security		+3.72M	+51.22%		11M	Nov 3, 2021	See footnote	F1, F5
transaction	LIAN	Ordinary Shares	Conversion of derivative security		+14.6M	+133.28%		25.6M	Nov 3, 2021	See footnote	F1, F6
transaction	LIAN	Ordinary Shares	Conversion of derivative security		+14.6M	+207.84%		21.7M	Nov 3, 2021	See footnote	F2, F6
transaction	LIAN	Ordinary Shares	Conversion of derivative security		+2.92M	+207.65%		4.33M	Nov 3, 2021	See footnote	F3, F6
transaction	LIAN	Ordinary Shares	Conversion of derivative security		+2.48M			2.48M	Nov 3, 2021	See footnote	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LIAN	Series A Preferred Shares	Conversion of derivative security		-635K	-100%		0	Nov 3, 2021	Ordinary Shares	3.72M		See footnote	F1, F5
transaction	LIAN	Series Seed Preferred Shares	Conversion of derivative security		-2.5M	-100%		0	Nov 3, 2021	Ordinary Shares	14.6M		See footnote	F1, F6
transaction	LIAN	Series Seed Preferred Shares	Conversion of derivative security		-2.5M	-100%		0	Nov 3, 2021	Ordinary Shares	14.6M		See footnote	F2, F6
transaction	LIAN	Series Seed Preferred Shares	Conversion of derivative security		-500K	-100%		0	Nov 3, 2021	Ordinary Shares	2.92M		See footnote	F3, F6
transaction	LIAN	Series A Preferred Shares	Conversion of derivative security		-424K	-100%		0	Nov 3, 2021	Ordinary Shares	2.48M		See footnote	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.