SEC FORM 3

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^*

Gu Ehong

(Last)

(First)

(Middle)

C/O LIANBIO

103 CARNEGIE CENTER DRIVE, SUITE 309

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2023

3. Issuer Name and Ticker or Trading Symbol
LianBio [ LIAN ]

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

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

5. 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 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)
Ordinary Shares	78,493⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	10/31/2031	Ordinary Shares	116,955	$16	D
Stock Option (Right to Buy)	⁽³⁾	01/20/2033	Ordinary Shares	54,589	$2.66	D

Explanation of Responses:

1. Represents (i) 9,351 Ordinary Shares, (ii) 30,809 restricted share units ("RSUs") remaining out of the 41,078 RSUs granted to the Reporting Person under the LianBio 2021 Equity Incentive Plan on December 31, 2021, 25% of which vested on December 31, 2022 and the remainder of which shall vest in 25% annual installments such that the RSUs are fully vested on December 31, 2025, subject to the Reporting Person providing continuous service to the Issuer on each such date, and (iii) 38,333 RSUs granted to the Reporting Person under the LianBio 2021 Equity Incentive Plan on March 29, 2023, 25% of which shall vest on March 29, 2024 and the remainder of which shall vest in 25% annual installments such that the RSUs are fully vested on March 29, 2027, subject to the Reporting Person providing continuous service to the Issuer on each such date. Each RSU represents the contingent right to receive one share of the Issuer's Ordinary Shares.

2. 25% of the shares underlying the option vested and became exercisable on the first anniversary of the commencement date, October 31, 2022; the remainder shall vest and become exercisable in 36 equal monthly installments such that the option shall be fully vested on October 31, 2025, subject to the Reporting Person providing continuous service to the Issuer on each such date.

3. 25% of the shares underlying the option shall vest and become exercisable on the first anniversary of the commencement date, January 20, 2024; the remainder shall vest and become exercisable in 36 equal monthly installments such that the option shall be fully vested on January 20, 2027, subject to the Reporting Person providing continuous service to the Issuer on each such date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brianne Jahn, Attorney-in-Fact	12/26/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.