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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* McKew John C. (Last) (First) (Middle) 4200 MARATHON BLVD SUITE 200 (Street) AUSTIN TX 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2023
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2023		A		2,000(1)	A	$3.52	27,102(2)(3)(4)(5)(6)	D
Common Stock	02/01/2023		F		206(7)	D	$3.52	26,896(2)(3)(4)(5)(6)	D
Common Stock	02/02/2023		S(8)		439	D	$3.53(9)	26,457(2)(3)(4)(5)(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.52	02/01/2023		A		16,000		(10)(11)	(12)	Common Stock	16,000	$0	16,000	D

Explanation of Responses:

1. Represents shares issued as restricted stock units ("RSUs") under the Issuer's 2009 Equity Incentive Plan, as amended, (the "Plan") that were received as an award, for no consideration. The RSUs vest in a series of four successive annual installments beginning on February 1, 2024, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

2. Includes 539 RSUs previously reported as holdings of the Reporting Person granted under the Plan. The RSUs will vest, and shares will be delivered to the Reporting Person in a series of two successive annual installments with the next installment occurring on February 1, 2024, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

3. Includes 6,500 RSUs previously reported as holdings of the Reporting Person granted under the Plan. The RSUs will vest, and shares will be delivered to the Reporting Person in a series of two successive annual installments with the next installment occurring on April 1, 2023, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

4. Includes 15,000 RSUs previously reported as holdings of the Reporting Person granted under the Plan. The RSUs will vest, and shares will be delivered to the Reporting Person in a series of three successive annual installments with the next installment occurring on August 1, 2023, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

5. Includes 1,125 RSUs previously reported as holdings of the Reporting Person granted under the Plan. The RSUs will vest, and shares will be delivered to the Reporting Person in a series of three successive annual installments with the next installment occurring on February 1, 2024, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

6. Includes 500 shares acquired under the Lumos Pharma, Inc. 2010 Employee Stock Purchase Plan on December 31, 2022.

7. Represents shares of Common Stock withheld by the Issuer in satisfaction of its tax withholding obligation with respect to the vesting of 645 previously reported RSUs granted to the Reporting Person.

8. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 12, 2021, as amended December 6, 2021 and June 3, 2022.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.54, inclusive. The reporting person undertakes to provide to the issuer, any security holder of issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote to this Form 4.

10. Grant to the Reporting Person of a stock option under the Plan. 50% of the option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on March 1, 2023, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the Date of Grant.

11. The remaining 50% of the stock options vest and become exercisable in 3 substantially equal tranches on the first of the month following an increase of closing stock price, as defined as the closing stock price on Nasdaq Stock Market by at least 50%, 100% and 150%, respectively, above the closing stock on December 31, 2022, when measured over 30 consecutive calendar days, provided such increase occurs within two years of the Date of Grant, otherwise such options shall be cancelled.

12. Unless otherwise disclosed, the option expires ten years after the date of grant.

Remarks:

	/s/ Ryan Trytten, attorney-in-fact	02/03/2023
	** 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 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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