0000899243-21-042060.txt : 20211029
0000899243-21-042060.hdr.sgml : 20211029
20211029184640
ACCESSION NUMBER: 0000899243-21-042060
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211029
FILED AS OF DATE: 20211029
DATE AS OF CHANGE: 20211029
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364739
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364746
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364745
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perceptive Xontogeny Venture Fund, LP
CENTRAL INDEX KEY: 0001757940
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364743
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: C2 Life Sciences LLC
CENTRAL INDEX KEY: 0001890152
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364742
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEV LB Holdings, LP
CENTRAL INDEX KEY: 0001789443
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364744
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perceptive Venture Advisors, LLC
CENTRAL INDEX KEY: 0001890130
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364741
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEV LB Holdings GP, LLC
CENTRAL INDEX KEY: 0001890132
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40947
FILM NUMBER: 211364740
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LianBio
CENTRAL INDEX KEY: 0001831283
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
BUSINESS ADDRESS:
STREET 1: C/O OGIER GLOBAL (CAYMAN) LIMITED
STREET 2: 89 NEXUS WAY, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9009
BUSINESS PHONE: 1 345 949 9876
MAIL ADDRESS:
STREET 1: C/O OGIER GLOBAL (CAYMAN) LIMITED
STREET 2: 89 NEXUS WAY, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9009
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-29
0
0001831283
LianBio
LIAN
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
1
0
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
C/O PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001789443
LEV LB Holdings, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001757940
Perceptive Xontogeny Venture Fund, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001890152
C2 Life Sciences LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001890130
Perceptive Venture Advisors, LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001890132
LEV LB Holdings GP, LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
Ordinary Shares
7033885
I
See footnote
Ordinary Shares
7033885
I
See footnote
Ordinary Shares
1406775
I
See footnote
Series A Preferred Shares
Ordinary Shares
3715510
I
See footnote
Series A Preferred Shares
Ordinary Shares
2477005
I
See footnote
Series Seed Preferred Shares
Ordinary Shares
14619500
I
See footnote
Series Seed Preferred Shares
Ordinary Shares
14619500
I
See footnote
Series Seed Preferred Shares
Ordinary Shares
2923900
I
See footnote
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 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.
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.
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.
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
2021-10-29
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member
2021-10-29
/s/ Joseph Edelman - for LEV LB Holdings, LP, By: LEV LB Holdings GP, LLC, its general partner, By: Joseph Edelman, its sole member
2021-10-29
/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund, LP, By: Joseph Edelman, its investment manager, By: Joseph Edelman its managing member
2021-10-29
/s/ Joseph Edelman - for C2 Life Sciences LLC, By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member
2021-10-29
/s/ Joseph Edelman - for Perceptive Venture Advisors LLC, By: Joseph Edelman, its managing member
2021-10-29
/s/ Joseph Edelman - for LEV LB Holdings GP, LLC, By: Joseph Edelman, its sole member
2021-10-29
/s/ Joseph Edelman
2021-10-29