Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raffin Thomas A.

(Last)

(First)

(Middle)

4200 MARATHON BLVD.

SUITE 200

(Street)

AUSTIN

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)

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

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)
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	12/12/2024		D		9,406	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)
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)
Stock Option (Right to Buy)	$3.42	12/12/2024		D			3,345	⁽²⁾	05/09/2033	Common Stock	3,345	⁽²⁾	0	D
Stock Option (Right to Buy)	$2.35	12/12/2024		D			3,328	⁽²⁾	06/04/2034	Common Stock	3,328	⁽²⁾	0	D
Stock Option (Right to Buy)	$7.78	12/12/2024		D			5,684	⁽³⁾	04/02/2030	Common Stock	5,684	⁽³⁾	0	D
Stock Option (Right to Buy)	$8.18	12/12/2024		D			3,431	⁽³⁾	05/04/2032	Common Stock	3,431	⁽³⁾	0	D
Stock Option (Right to Buy)	$10.36	12/12/2024		D			2,910	⁽³⁾	05/19/2031	Common Stock	2,910	⁽³⁾	0	D
Stock Option (Right to Buy)	$15.21	12/12/2024		D			2,777	⁽³⁾	05/09/2029	Common Stock	2,777	⁽³⁾	0	D
Stock Option (Right to Buy)	$15.93	12/12/2024		D			10,439	⁽³⁾	07/31/2026	Common Stock	10,439	⁽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.

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
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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