Lumos Pharma Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 20:33

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hawkins Richard J
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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
4200 MARATHON BLVD, SUITE 200 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
AUSTIN, TX 78756 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/12/2024 D 753,093 D (1) 0 D
Common Stock 12/12/2024 D 4,469 D (1) 0 I By Charitable Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.84 12/12/2024 D 19,624 (2) 06/27/2029 Common Stock 19,624 (2) 0 D
Stock Option (Right to Buy) $2.84 12/12/2024 D 35,400 (2) 03/31/2034 Common Stock 35,400 (2) 0 D
Stock Option (Right to Buy) $3.52 12/12/2024 D 35,400 (2) (2) Common Stock 35,400 (2) 0 D
Stock Option (Right to Buy) $7.87 12/12/2024 D 135,000 (3) 03/31/2030 Common Stock 135,000 (3) 0 D
Stock Option (Right to Buy) $10.02 12/12/2024 D 35,400 (3) 01/31/2032 Common Stock 35,400 (3) 0 D
Stock Option (Right to Buy) $17.35 12/12/2024 D 28,475 (3) 01/31/2031 Common Stock 28,475 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hawkins Richard J
4200 MARATHON BLVD
SUITE 200
AUSTIN, TX 78756 		X Chief Executive Officer

Signatures

/s/ Ryan Trytten, attorney-in-fact 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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. Each restricted stock unit ("RSU") was cancelled and will receive the Cash Amount plus one CVR per RSU.
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.