Gregory Oakes - May 23, 2024 Form 4 Insider Report for Landos Biopharma, Inc. (LABP)

Role: Chief Executive Officer, Director
Signature: /s/ Eric W. Blanchard, Attorney-in-Fact
Stock symbol: LABP
Transactions as of: May 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/23/2024, 05:45 PM
Previous filing: Mar 4, 2024

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	LABP	Restricted Stock Unit	Disposed to Issuer		-54.5K	-100%		0	May 23, 2024	Common Stock	54.5K		Direct	F1, F2
transaction	LABP	Employee Stock Option (right to buy)	Disposed to Issuer		-47.5K	-100%		0	May 23, 2024	Common Stock	47.5K	$3.70	Direct	F3
transaction	LABP	Employee Stock Option (right to buy)	Disposed to Issuer		-168K	-100%		0	May 23, 2024	Common Stock	168K	$7.90	Direct	F3

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

Gregory Oakes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents the right to receive one share of Landos Biopharma, Inc., common stock.
F2	Pursuant to the terms of the Agreement and Plan of Merger, dated 3/24/2024 ("Merger Agmt"), by and among the Issuer, AbbVie Inc. ("Guarantor"), Bespin Subsidiary, LLC, a wholly owned subsidiary of Guarantor ("Parent") and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, immediately prior to the effective time of the merger("Effective Time"), each RSU held by the Reporting Person was canceled and converted into the right to receive (a) acash amount equal to $20.42 multiplied by the aggregate number of unvested and outstanding RSUs as of immediately prior to the Effective Time, plus (b) one contractual contingent value right ("CVR") representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each unvested and outstanding RSU, without interest and subject to any applicable withholding taxes.
F3	Pursuant to the terms of the Merger Agmt, by and among the Issuer, Guarantor, Parent and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, at the Effective Time, this option was canceled and converted into the right to receive (a) a cash amount equal to (1) the number of shares underlying this option at the Effective Time multiplied by (2) an amount equal to (A) $20.42 less (B) the exercise price of this option, plus (b) one CVR representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each share underlying this option at the Effective Time, without interest and subject to any applicable withholding taxes.