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 |
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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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Lyra Therapeutics, Inc. [ LYRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 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) | |||||||||||||||
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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 | ||||||||
| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. | ||