0001415889-24-014335.txt : 20240523 0001415889-24-014335.hdr.sgml : 20240523 20240523174512 ACCESSION NUMBER: 0001415889-24-014335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240523 FILED AS OF DATE: 20240523 DATE AS OF CHANGE: 20240523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cataldi Fabio CENTRAL INDEX KEY: 0001944447 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39971 FILM NUMBER: 24979961 MAIL ADDRESS: STREET 1: C/O LANDOS BIOPHARMA, INC. STREET 2: PO BOX 11239 CITY: BLACKSBURG STATE: VA ZIP: 24062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Landos Biopharma, Inc. CENTRAL INDEX KEY: 0001785345 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 815085535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 KRAFT DRIVE, SUITE 216 CITY: BLACKSBURG STATE: VA ZIP: 24060 BUSINESS PHONE: 540-818-2844 MAIL ADDRESS: STREET 1: 1800 KRAFT DRIVE, SUITE 216 CITY: BLACKSBURG STATE: VA ZIP: 24060 4 1 form4-05232024_050504.xml X0508 4 2024-05-23 1 0001785345 Landos Biopharma, Inc. LABP 0001944447 Cataldi Fabio C/O LANDOS BIOPHARMA, INC. PO BOX 11239 BLACKSBURG VA 24062 false true false false Chief Medical Officer 0 Restricted Stock Unit 2024-05-23 4 D 0 48813 D Common Stock 48813 0 D Employee Stock Option (right to buy) 3.70 2024-05-23 4 D 0 18449 D Common Stock 18449 0 D Employee Stock Option (right to buy) 8.90 2024-05-23 4 D 0 39999 D Common Stock 39999 0 D Each restricted stock unit ("RSU") represents the right to receive one share of Landos Biopharma, Inc., common stock. Pursuant to the terms of the Agreement and Plan of Merger, dated 3/24/2024 ("Merger Agmt"), by and among the Issuer, AbbVie Inc. ("Guarantor"), Bespin Subsidiary, LLC, a wholly owned subsidiary of Guarantor ("Parent") and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, immediately prior to the effective time of the merger("Effective Time"), each RSU held by the Reporting Person was canceled and converted into the right to receive (a) acash amount equal to $20.42 multiplied by the aggregate number of unvested and outstanding RSUs as of immediately prior to the Effective Time, plus (b) one contractual contingent value right ("CVR") representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each unvested and outstanding RSU, without interest and subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agmt, by and among the Issuer, Guarantor, Parent and Bespin Merger Sub, Inc. a wholly owned subsidiary of Parent, at the Effective Time, this option was canceled and converted into the right to receive (a) a cash amount equal to (1) the number of shares underlying this option at the Effective Time multiplied by (2) an amount equal to (A) $20.42 less (B) the exercise price of this option, plus (b) one CVR representing the right to receive a contingent payment of $11.14 in cash upon the achievement of a specified milestone as set forth in the Contingent Value Rights Agreement (as defined in the Merger Agmt), for each share underlying this option at the Effective Time, without interest and subject to any applicable withholding taxes. /s/ Eric W. Blanchard, Attorney-in-Fact 2024-05-23