Leslie W. Kreis Form 4 Lantern Pharma / Leslie W. Kreis 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^*

Kreis Leslie W.

(Last)

(First)

(Middle)

C/O LANTERN PHARMA INC.

1920 MCKINNEY AVENUE, 7TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lantern Pharma Inc. [ LTRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2020		C		503,606⁽¹⁾⁽²⁾	A	⁽²⁾	503,606⁽¹⁾	I	By Bios Fund I, LP⁽²⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Common Stock	06/15/2020		C		294,557⁽¹⁾⁽³⁾	A	⁽³⁾	294,557⁽¹⁾	I	By Bios Fund I QP, LP⁽³⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Common Stock	06/15/2020		C		139,989⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	204,723⁽¹⁾	I	By Bios Fund II, LP⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Common Stock	06/15/2020		C		457,282⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	668,738⁽¹⁾	I	By Bios Fund II QP, LP⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Common Stock	06/15/2020		C		61,214⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	89,522⁽¹⁾	I	By Bios Fund II NT, LP⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	06/15/2020		C			289,429	⁽²⁾	⁽²⁾	Common Stock	503,606⁽¹⁾⁽²⁾	⁽²⁾	0	I	By Bios Fund I, LP⁽¹⁾⁽²⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Series A Preferred Stock	⁽³⁾	06/15/2020		C			169,286	⁽³⁾	⁽³⁾	Common Stock	294,557⁽¹⁾⁽³⁾	⁽³⁾	0	I	By Bios Fund I QP, LP⁽¹⁾⁽³⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Series A Preferred Stock	⁽⁴⁾	06/15/2020		C			80,454	⁽⁴⁾	⁽⁴⁾	Common Stock	139,989⁽¹⁾⁽⁴⁾	⁽⁴⁾	0	I	By Bios Fund II, LP⁽¹⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Series A Preferred Stock	⁽⁵⁾	06/15/2020		C			262,806	⁽⁵⁾	⁽⁵⁾	Common Stock	457,282⁽¹⁾⁽⁵⁾	⁽⁵⁾	0	I	By Bios Fund II QP, LP⁽¹⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Series A Preferred Stock	⁽⁶⁾	06/15/2020		C			35,181	⁽⁶⁾	⁽⁶⁾	Common Stock	61,214⁽¹⁾⁽⁶⁾	⁽⁶⁾	0	I	By Bios Fund II NT, LP⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Stock Options	$15	06/15/2020		A		9,135		⁽⁹⁾	06/14/2030	Common Stock	9,135	$0	9,135	D⁽¹⁰⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

Kreis Leslie W.

(Last)

(First)

(Middle)

C/O LANTERN PHARMA INC.

1920 MCKINNEY AVENUE, 7TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavu Management, LP

(Last)

(First)

(Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cavu Advisors, LLC

(Last)

(First)

(Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BP Directors, LP

(Last)

(First)

(Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the Issuer's initial public offering ("IPO"), the Issuer effected a 1.74-for-1 stock split on its outstanding common stock, which became effective immediately prior to the closing of the Issuer's IPO ("Stock Split"). The share amounts reflect the Stock Split.

2. In connection with the Issuer's IPO, the 289,429 shares of the Issuer's Series A Preferred Stock held by Bios Fund I, LP ("Bios Fund I"), which had no expiration date, were automatically converted for no additional consideration into 503,606 shares of common stock immediately prior to the closing of the Issuer's IPO.

3. In connection with the Issuer's IPO, the 169,286 shares of the Issuer's Series A Preferred Stock held by Bios Fund I QP, LP ("Bios Fund I QP"), which had no expiration date, were automatically converted for no additional consideration into 294,557 shares of common stock immediately prior to the closing of the Issuer's IPO.

4. In connection with the Issuer's IPO, the 80,454 shares of the Issuer's Series A Preferred Stock held by Bios Fund II, LP ("Bios Fund II"), which had no expiration date, were automatically converted for no additional consideration into 139,989 shares of common stock immediately prior to the closing of the Issuer's IPO.

5. In connection with the Issuer's IPO, the 262,806 shares of the Issuer's Series A Preferred Stock held by Bios Fund II QP, LP ("Bios Fund II QP"), which had no expiration date, were automatically converted for no additional consideration into 457,282 shares of common stock immediately prior to the closing of the Issuer's IPO.

6. In connection with the Issuer's IPO, the 35,181 shares of the Issuer's Series A Preferred Stock held by Bios Fund II NT, LP ("Bios Fund II NT"), which had no expiration date, were automatically converted for no additional consideration into 61,214 shares of common stock immediately prior to the closing of the Issuer's IPO.

7. Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, Bios Fund I QP and BP Directors, LP ("Bios Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management, LP ("Cavu Management"), an entity managed and controlled by Mr. Kreis, is a general partner of Bios Equity I and Bios Equity II. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management.

8. Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Directors, Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

9. Mr. Kreis was granted options to purchase 9,135 shares of the Issuer's common stock at the exercise price equal to the price per share sold in the Issuer's IPO. The options granted will vest in equal monthly increments over a 36 month period commencing upon the closing of the Issuer's IPO, which is the grant date of the options. Under the Amended and Restated 2018 Equity Incentive Plan, the options may not be exercised after the tenth anniversary of the grant date.

10. Pursuant to a pre-exiting agreement, Mr. Kreis is deemed to hold the reported option for the benefit of Bios Director. Bios Directors may be deemed the indirect beneficial owner of the option, and Bios Equity I, Cavu Management, Cavu Advisors and Mr. Kreis may each be deemed the indirect beneficial owner of the option through its or his indirect interest in Bios Directors.

11. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The second Form 4 will be filed by Aaron Glenn Louis Fletcher as the designated filer.

	/s/ Leslie W. Kreis, Jr.	06/16/2020
	Cavu Management, LP, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager	06/16/2020
	Cavu Advisors, LLC, By: /s/ Leslie W. Kreis, Jr, Manager	06/16/2020
	BP Directors, LP, By: Bios Equity Partners, LP, its general partner, By: Cavu Management, LP, its general partner, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager	06/16/2020
	** Signature of Reporting Person	Date
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Leslie W. Kreis Form 4Lantern Pharma / Leslie W. Kreis ownership change