SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS, LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lyra Therapeutics, Inc. [ LYRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Common Stock 05/05/2020 C 773,327 A $0.00 773,327 I See footnote(1)(2)
Common Stock 05/05/2020 C 1,132,016 A $0.00 1,132,016 I See footnote(2)(3)
Common Stock 05/05/2020 C 470,739 A $0.00 1,244,066 I See footnote(1)(2)
Common Stock 05/05/2020 X 141,221 A $8.63 1,385,287 I See footnote(1)(2)
Common Stock 05/05/2020 F(4) 76,172 D $16 1,309,115 I See footnote(1)(2)
Common Stock 05/05/2020 X 339,604 A $8.63 1,471,620 I See footnote(2)(3)
Common Stock 05/05/2020 F(5) 183,174 D $16 1,288,446 I See footnote(2)(3)
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
Series B Convertible Preferred Stock (6) 05/05/2020 C 26,666,666 (6) (6) Common Stock 773,327 $0.00 0 I See footnote(1)(2)
Series C Convertible Preferred Stock (6) 05/05/2020 C 39,035,325 (6) (6) Common Stock 1,132,016 $0.00 0 I See footnote(2)(3)
Series C Convertible Preferred Stock (6) 05/05/2020 C 16,232,511 (6) (6) Common Stock 470,739 $0.00 0 I See footnote(1)(2)
Common Warrants $8.63 05/05/2020 X 141,221 01/17/2020 01/10/2030 Common Stock 141,221 $0.00 0 I See footnote(1)(2)
Common Warrants $8.63 05/05/2020 X 339,604 01/17/2020 01/10/2030 Common Stock 339,604 $0.00 0 I See footnote(2)(3)
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS, LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Perceptive LS (A), LLC

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS, LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EDELMAN JOSEPH

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities reported in this row are held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund").
2. Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to the Master Fund. Perceptive LS GP, LLC ("GP") is the manager of Perceptive LS (A), LLC ("Perceptive LS"). Joseph Edelman is the managing member of the Advisor and the sole member of GP. Each of Mr. Edelman, GP and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Mr. Edelman, GP or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
3. The securities reported in this row are held by Perceptive LS.
4. On May 5, 2020, the reporting persons exercised a warrant to purchsae 141,221 shares of the Issuer's common stock for $16.00 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 76,172 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining shares. The Issuer also paid $14.77 to the reporting person in lieu of a fractional share.
5. On May 5, 2020, the reporting persons exercised a warrant to purchase 339,604 shares of the Issuer's common stock for $16.00 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 183,174 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining shares. The Issuer also paid $1.48 to the reporting person in lieu of a fractional share.
6. The preferred stock was convertible at any time, at the holder's election and had no expiration date. Each share of preferred stock was automatically converted into 0.0289998 shares of common stock upon the closing of the Issuer's initial public offering.
Remarks:
Perceptive Life Sciences Master Fund, Ltd. 05/06/2020
Perceptive LS (A), LLC 05/06/2020
/s/ Joseph Edelman 05/06/2020
Perceptive Advisors, LLC 05/06/2020
** 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.