| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Landos Biopharma, Inc. [ LABP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Restricted Stock Unit | (1) | 05/23/2024 | D | 48,813 | (2) | (2) | Common Stock | 48,813 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.7 | 05/23/2024 | D | 18,449 | (3) | (3) | Common Stock | 18,449 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $8.9 | 05/23/2024 | D | 39,999 | (3) | (3) | Common Stock | 39,999 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents the right to receive one share of Landos Biopharma, Inc., common stock. |
| 2. 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. |
| 3. 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. |
| /s/ Eric W. Blanchard, Attorney-in-Fact | 05/23/2024 | |
| ** 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. | ||