Larimar Therapeutics (LRMR) Form 4 Larimar Therapeutics / CAROLE BEN-MAIMON ownership change

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^*

BEN-MAIMON CAROLE

(Last) (First) (Middle)

C/O LARIMAR THERAPEUTICS, INC

THREE BALA PLAZA EAST, SUITE 506

(Street)

BALA CYNWYD PA 19004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Larimar Therapeutics, Inc. [ LRMR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2025

4. 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 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	01/22/2025		A		91,000(1)	A	$0.00	387,208	D
Common Stock								12,248	I	By Trust(2)
Common Stock								12,249	I	By Trust(3)
Common Stock								12,249	I	By Trust(4)

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
Stock Option (Right to Buy)	$3.46	01/22/2025		A		546,000		(5)	01/22/2035	Common Stock	546,000	$0.00	546,000	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

2. Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Meadow Lainey Ben-Maimon ("Meadow Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Meadow Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose.

3. Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Olivia Liat Stein ("Olivia Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Olivia Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose.

4. Represents shares held by the Irrevocable Deed of Trust of Carole S. Ben-Maimon for the Benefit of Ella Bar Stein ("Ella Trust"), of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Ella Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed to be an admission that she has beneficial ownership of such shares for Section 16 or any other purpose.

5. The option vests 25% on January 22, 2026, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

	/s/ Jennifer Johansson, Attorney-in-fact	01/24/2025
	** 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).
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