Venetian-1 Acquisition Form 4 Change in insider ownership

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^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE,

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lomond Therapeutics Holdings, Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024

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	11/01/2024		C		323,916⁽¹⁾⁽²⁾	A	$3.2	323,916	I	See Footnote⁽²⁾⁽¹⁰⁾
Common Stock	11/01/2024		C		215,146⁽¹⁾⁽³⁾	A	$3.2	539,062	I	See Footnote⁽³⁾⁽¹⁰⁾
Common Stock	11/01/2024		C		389,078⁽¹⁾⁽⁴⁾	A	$3.6	928,140	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Common Stock	11/01/2024		C		230,753⁽¹⁾⁽⁵⁾	A	$3.6	1,158,893	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Common Stock	11/01/2024		C		74,613⁽¹⁾⁽⁶⁾	A	$3.6	1,233,506	I	See Footnote⁽⁶⁾⁽¹⁰⁾
Common Stock	11/01/2024		A		808,894⁽¹⁾⁽⁷⁾	A	$4	2,042,400	I	See Footnote⁽⁷⁾⁽¹⁰⁾
Common Stock	11/01/2024		A		479,736⁽¹⁾⁽⁸⁾	A	$4	2,522,136	I	See Footnote⁽⁸⁾⁽¹⁰⁾
Common Stock	11/01/2024		A		155,120⁽¹⁾⁽⁹⁾	A	$4	2,677,256	I	See Footnote⁽⁹⁾⁽¹⁰⁾

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)
Simple Agreement for Future Equity	⁽²⁾	11/01/2024	⁽¹⁰⁾	C			323,916⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	323,916	$0	0	I	See Footnote⁽²⁾⁽¹⁰⁾
Simple Agreement for Future Equity	⁽³⁾	11/01/2024		C			215,146⁽¹⁾⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	215,146	$0	0	I	See Footnote⁽³⁾⁽¹⁰⁾
Simple Agreement for Future Equity	⁽⁴⁾	11/01/2024		C			389,078⁽¹⁾⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	389,078	$0	0	I	See Footnote⁽⁴⁾⁽¹⁰⁾
Simple Agreement for Future Equity	⁽⁵⁾	11/01/2024		C			230,753⁽¹⁾⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	230,753	$0	0	I	See Footnote⁽⁵⁾⁽¹⁰⁾
Simple Agreement for Future Equity	⁽⁶⁾	11/01/2024		C			74,613⁽¹⁾⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	74,613	$0	0	I	See Footnote⁽⁶⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE,

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VII LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VIII LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE,

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP IX LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE,

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 1, 2024, the Issuer closed the transactions contemplated by the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of November 1, 2024, by and among Venetian-1 Acquisition Corp., a Delaware corporation (the "Parent"), Lomond Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary"), and Lomond Therapeutics, Inc. ("Legacy Lomond") (the "Merger"), pursuant to which, upon consummation of the Merger, all of the outstanding shares Legacy Lomond common stock were converted into shares of the Issuer's Common Stock on a 1:1 basis pursuant to the terms of the Merger Agreement (the "Merger"). Immediately following the closing of the Merger, the Issuer completed a private placement financing (the "Offering").

2. These shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII") issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,036,534.25, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, OrbiMed Advisors and GP VII may be deemed to have voting and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.

3. These shares are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII") issued upon the conversion of a SAFE in the amount of $688,465.75, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.

4. These shares are held of record by OPI VII issued upon the conversion of an outstanding SAFE in the amount $1,400,681.04, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date.

5. These shares are held of record by OPI VIII issued upon the conversion of an outstanding SAFE in the amount of $830,712.12, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date.

6. These shares are held of record by OrbiMed Private Investments IX, LP ("OPI IX") issued upon the conversion of an outstanding SAFE in the amount of $268,606.84, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors is the managing member of GP IX. By virtue of such relationships, OrbiMed Advisors and GP IX may be deemed to have voting and investment power over the securities held by OPI IX and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI IX.

7. These shares are held of record by OPI VII issued upon the closing of the Offering.

8. These shares are held of record by OPI VIII issued upon the closing of the Offering.

9. These shares are held of record by OPI IX issued upon the closing of the Offering.

10. This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, GP VIII, and GP IX. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	11/05/2024
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC	11/05/2024
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VIII LLC	11/05/2024
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP IX LLC	11/05/2024
	** 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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Venetian-1 Acquisition Form 4Change in insider ownership