Chief Medical Officer Pitukcheewanont Pisit Duke returned 16,836 shares to the company, closing all direct ownership in the company (SEC Form 4)
$LUMO
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LUMOS PHARMA, INC. [ (LUMO) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/12/2024 | D | 16,836 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $3.52 | 12/12/2024 | D | 3,333 | (2) | 02/01/2033 | Common Stock | 3,333 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.3 | 12/12/2024 | D | 25,500 | (2) | 07/01/2033 | Common Stock | 25,500 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $2.84 | 12/12/2024 | D | 41,500 | (2) | 03/31/2034 | Common Stock | 41,500 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.69 | 12/12/2024 | D | 29,750 | (3) | 06/01/2032 | Common Stock | 29,750 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated October 22, 2024, by and between the Issuer, DPV Parent, Inc., DPV MergerSub, Inc. and Double Point Ventures LLC ("DPV") (the "Merger Agreement") in exchange for (i) $4.25 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share. Each restricted stock unit ("RSU") was cancelled and will receive the Cash Amount plus one CVR per RSU. |
| 2. This option was cancelled pursuant to the Merger Agreement in exchange for (i) an amount in cash equal to the product of (x) the total number of shares underlying such option multiplied by (y) the excess of the Cash Amount over the applicable exercise price per share and (ii) one CVR for each share underlying such in-the-money option. |
| 3. Represents an out-of-money option that was cancelled without any cash payment or issuance of CVRs being made in respect thereof pursuant to the Merger Agreement. |
| Remarks: |
| /s/ Ryan Trytten, attorney-in-fact | 12/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||