UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Landos Biopharma, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
515069102
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 515069102 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Josep Bassaganya-Riera |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 6,370,868 (1)
| ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
6,370,868 (1) | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,370,868 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8% |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | Consists of (a) 3,994,208 shares held by the Josep Bassaganya-Riera Revocable Trust dated April 9, 2018, as amended, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; (b) 766,405 shares held by the Josep Bassaganya-Riera Grantor Retained Annuity Trust No. 1 dated June 28, 2018, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; (c) 823,956 shares held by the Josep Bassaganya-Riera Grantor Retained Annuity Trust No. 2 dated March 26, 2019, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; and (d) 786,299 shares held by the Raquel Hontecillas-Magarzo Irrevocable Family Trust dated October 1, 2021, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera and his immediate family members. Mr. Bassaganya-Riera disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| CUSIP No. 515069102 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name of Issuer | |
| Landos Biopharma, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 1800 Kraft Drive, Suite 216, Blacksburg VA 24060 |
Item 2.
| (a) | Name of Person Filing | |
| Josep Bassaganya-Riera | ||
| (b) | Address of the Principal Office or, if none, residence | |
| c/o BioTherapeutics, Inc, 1800 Kraft Drive, Suite 100, Blacksburg VA 24060 | ||
| (c) | Citizenship | |
| USA | ||
| (d) | Title of Class of Securities | |
| Common Stock | ||
| (e) | CUSIP Number | |
| 515069102 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 6,370,868 (1) | ||
| (b) | Percent of class: 15.8% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote 6,370,868 (1) | ||
| (ii) | Shared power to vote or to direct the vote 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of 6,370,868 (1) | ||
| (iv) | Shared power to dispose or to direct the disposition of 0 | ||
| (1) | Consists of (a) 3,994,208 shares held by the Josep Bassaganya-Riera Revocable Trust dated April 9, 2018, as amended, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; (b) 766,405 shares held by the Josep Bassaganya-Riera Grantor Retained Annuity Trust No. 1 dated June 28, 2018, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; (c) 823,956 shares held by the Josep Bassaganya-Riera Grantor Retained Annuity Trust No. 2 dated March 26, 2019, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera’s immediate family members; and (d) 786,299 shares held by the Raquel Hontecillas-Magarzo Irrevocable Family Trust dated October 1, 2021, under which Mr. Bassaganya-Riera is the sole trustee and the beneficiaries are Mr. Bassaganya-Riera and his immediate family members. Mr. Bassaganya-Riera disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| CUSIP No. 515069102 | 13G | Page 4 of 5 Pages |
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
N/A
| CUSIP No. 515069102 | 13G | Page 5 of 5 Pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
02/14/2022 | |
| Date | |
/s/ Josep Bassaganya-Riera | |
| Signature | |
Josep Bassaganya-Riera | |
| Name/Title |