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