John C. McKew Form 4 LUMOS PHARMA / John C. McKew 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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X

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^*

McKew John C.

(Last) (First) (Middle)

4200 MARATHON BLVD

SUITE 200

(Street)

AUSTIN TX 78756

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LUMOS PHARMA, INC. [ (LUMO) ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024

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	12/12/2024		D		13,153	D	(1)	0	D

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)	$2.84	12/12/2024		D			16,000	(2)	03/31/2034	Common Stock	16,000	(2)	0	D
Stock Option (Right to Buy)	$3.52	12/12/2024		D			16,000	(2)	(2)	Common Stock	16,000	(2)	0	D
Stock Option (Right to Buy)	$2.45	12/12/2024		D			6,541	(2)	08/29/2028	Common Stock	6,541	(2)	0	D
Stock Option (Right to Buy)	$2.45	12/12/2024		D			9,583	(2)	01/18/2028	Common Stock	9,583	(2)	0	D
Stock Option (Right to Buy)	$4.82	12/12/2024		D			81,690	(3)	07/11/2026	Common Stock	81,690	(3)	0	D
Stock Option (Right to Buy)	$7.87	12/12/2024		D			65,000	(3)	03/31/2030	Common Stock	65,000	(3)	0	D
Stock Option (Right to Buy)	$10.02	12/12/2024		D			14,000	(3)	01/31/2032	Common Stock	14,000	(3)	0	D
Stock Option (Right to Buy)	$17.35	12/12/2024		D			33,175	(3)	01/31/2031	Common Stock	33,175	(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated October 22, 2024, by and between the Issuer, DPV Parent, Inc., DPV MergerSub, Inc. and Double Point Ventures LLC ("DPV") (the "Merger Agreement") in exchange for (i) $4.25 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share. Each restricted stock unit ("RSU") was cancelled and will receive the Cash Amount plus one CVR per RSU.

2. This option was cancelled pursuant to the Merger Agreement in exchange for (i) an amount in cash equal to the product of (x) the total number of shares underlying such option multiplied by (y) the excess of the Cash Amount over the applicable exercise price per share and (ii) one CVR for each share underlying such in-the-money option.

3. Represents an out-of-money option that was cancelled without any cash payment or issuance of CVRs being made in respect thereof pursuant to the Merger Agreement.

Remarks:

	/s/ Ryan Trytten, attorney-in-fact	12/13/2024
	** Signature of Reporting Person	Date
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