SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Poukalov Konstantin

(Last)

(First)

(Middle)

C/O LANDOS BIOPHARMA, INC.

1800 KRAFT DRIVE, SUITE 216

(Street)

BLACKSBURG

24060

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2021

3. Issuer Name and Ticker or Trading Symbol
Landos Biopharma, Inc. [ LABP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,883,538⁽²⁾	$0.00⁽¹⁾	I	By funds⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	7,486,190⁽⁵⁾	$0.00⁽⁴⁾	I	By funds⁽⁶⁾

Explanation of Responses:

1. Each share of the Issuer's Series A preferred stock will automatically convert into 1.8249 shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A preferred stock has no expiration date.

2. Consists of 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by Perceptive Life Sciences Master Fund, Ltd. ("PLSMF") and 2,941,769 shares of common stock issuable upon conversion of Series A preferred stock held by Perceptive Xontogeny Venture Fund, LP ("PXVF"). Perceptive Advisors, LLC ("Perceptive Advisors") serves as the investment manager to PLSMF and PXVF. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Securities are held by Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors LLC ("Perceptive Advisors") serves as the investment manager to Perceptive Life Sciences Master Fund Ltd. and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

4. Each share of the Issuer's Series B preferred stock will automatically convert into 1.8249 shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series B preferred stock has no expiration date.

5. Consists of 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PLSMF, 2,857,795 shares of common stock issuable upon conversion of Series B preferred stock held by PXVF and 1,770,600 shares of common stock issuable upon conversion of Series B preferred stock held by PX Venture (A), LLC ("PXV"). Perceptive Advisors serves as the investment manager to PLSMF, PXVF and PXV. The Reporting Person is a managing director of Perceptive Advisors. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

6. Securities are held by Perceptive Xontogeny Venture Fund, LP. Perceptive Advisors serves as the investment manager to Perceptive Xontogeny Venture Fund, LP and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Managing Director of Perceptive Advisors and may be deemed to indirectly beneficially own the securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Eric W. Blanchard, Attorney-in-Fact	02/03/2021
	** 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 5 (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.