SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PERCEPTIVE ADVISORS LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2021	3. Issuer Name and Ticker or Trading Symbol Landos Biopharma, Inc. [ LABP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,090,924	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(5)	(5)	Common Stock	2,941,769	(5)	I	See footnote(2)
Series A Preferred Stock	(5)	(5)	Common Stock	2,941,769	(5)	I	See footnote(3)
Series B Preferred Stock	(6)	(6)	Common Stock	2,857,795	(6)	I	See footnote(2)
Series B Preferred Stock	(6)	(6)	Common Stock	2,857,795	(6)	I	See footnote(3)
Series B Preferred Stock	(6)	(6)	Common Stock	1,770,600	(6)	I	See footnote(4)

1. Name and Address of Reporting Person* PERCEPTIVE ADVISORS LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* PERCEPTIVE LIFE SCIENCES MASTER FUND LTD (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* Xontogeny, LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* Perceptive Xontogeny Venture Fund, LP (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* EDELMAN JOSEPH (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by Xontogeny, LLC ("Xontogeny"). C2 Ventures, LLC ("C2") is the manager of Perceptive XV Holdings, LLC ("Holdings"), the manager of Xontogeny. Joseph Edelman is the managing member of C2. Holdings, C2, and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

3. The securities are directly held by Perceptive Xontogeny Ventures, L.P. ("PXV"). The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

4. The securities are directly held by PX Venture (A), LLC. The Advisor serves as the investment manager of PXV, and Perceptive Xontogeny Ventures GP, LLC ("PXV GP") is the general partner of PXV. Mr. Edelman is the managing member of PXV GP and the Advisor. The Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

5. Each share of the Issuer's Series A preferred stock will automatically convert into 1.8249 shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A preferred stock has no expiration date.

6. Each share of the Issuer's Series B preferred stock will automatically convert 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 has no expiration date.

	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member	02/03/2021
	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	02/03/2021
	/s/ Joseph Edelman - for Xontogeny LLC, By: C2 Ventures, LLC, By: Joseph Edelman, its managing member	02/03/2021
	/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund L.P., By: Perceptive Xontogeny Ventures GP, LLC, its general partner, By: Joseph Edelman, its managing member	02/03/2021
	/s/ Joseph Edelman	02/03/2021
	** 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 5 (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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