RTW Investments Form 4 Landos Biopharma / RODERICK WONG 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^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2021

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	02/04/2021		P		625,000	A	$16	625,000(1)	I	By RTW(2)
Common Stock	02/08/2021		C		3,650,722	A	(3)	4,275,722(1)(4)	I	By RTW(2)

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 Preferred Stock	(3)	02/08/2021		C			3,650,722(3)	(3)	(3)	Common Stock	3,650,722	(3)	0	I	By RTW(2)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

C/O RTW INVESTMENTS, LP

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Explanation of Responses:

1. Consists of shares of common stock held by RTW Master Fund, Ltd., RTW Venture Fund Limited and RTW Innovation Master Fund, Ltd. (the "RTW Funds").

2. The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by the RTW Funds, which are investment funds managed by RTW, and (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed to be a beneficial owner of securities owned or controlled by RTW. Each of RTW and Dr. Wong disclaim beneficial ownership of the reported securities held by the RTW Funds, except to the extent of its or his pecuniary interest therein.

3. Each share of the Issuer's Series B preferred stock automatically converted 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 had no expiration date.

4. Reflects a 1.8249-for-1 stock split of the Issuer's common stock effected on January 29, 2021.

	RTW Investments, LP By: /s/ Roderick Wong, Managing Partner	02/08/2021
	Roderick Wong By: /s/ Roderick Wong	02/08/2021
	** Signature of Reporting Person	Date
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