0000899243-21-042807.txt : 20211103 0000899243-21-042807.hdr.sgml : 20211103 20211103185918 ACCESSION NUMBER: 0000899243-21-042807 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211101 FILED AS OF DATE: 20211103 DATE AS OF CHANGE: 20211103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDELMAN JOSEPH CENTRAL INDEX KEY: 0001164426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377128 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377135 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377134 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377132 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377131 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377133 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377130 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40947 FILM NUMBER: 211377129 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 FISCAL YEAR END: 1231 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-01 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 2021-11-01 4 P 0 120000 15.50 A 7153885 I See footnote Ordinary Shares 2021-11-02 4 P 0 100000 13.50 A 7253885 I See footnote Ordinary Shares 2021-11-03 4 C 0 3715510 A 10969395 I See footnote Ordinary Shares 2021-11-03 4 C 0 14619500 A 25588895 I See footnote Ordinary Shares 2021-11-03 4 C 0 14619500 A 21653385 I See footnote Ordinary Shares 2021-11-03 4 C 0 2923000 A 4330675 I See footnote Ordinary Shares 2021-11-03 4 C 0 2477005 A 2477005 I See footnote Series A Preferred Shares 2021-11-03 4 C 0 635369 D Ordinary Shares 3715510 0 I See footnote Series Seed Preferred Shares 2021-11-03 4 C 0 2500000 D Ordinary Shares 14619500 0 I See footnote Series Seed Preferred Shares 2021-11-03 4 C 0 2500000 D Ordinary Shares 14619500 0 I See footnote Series Seed Preferred Shares 2021-11-03 4 C 0 500000 D Ordinary Shares 2923900 0 I See footnote Series A Preferred Shares 2021-11-03 4 C 0 423579 D Ordinary Shares 2477005 0 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 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. /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member 2021-11-03 /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member 2021-11-03 /s/ Joseph Edelman - for LEV LB Holdings, LP, By: LEV LB Holdings GP, LLC, its general partner, By: Joseph Edelman, its sole member 2021-11-03 /s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund, LP, By: Joseph Edelman, its investment manager, By: Joseph Edelman its managing member 2021-11-03 /s/ Joseph Edelman - for C2 Life Sciences LLC, By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member 2021-11-03 /s/ Joseph Edelman - for Perceptive Venture Advisors LLC, By: Joseph Edelman, its managing member 2021-11-03 /s/ Joseph Edelman - for LEV LB Holdings GP, LLC, By: Joseph Edelman, its sole member 2021-11-03 /s/ Joseph Edelman 2021-11-03