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* PERCEPTIVE ADVISORS LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LianBio [ LIAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/01/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Ordinary Shares	11/01/2021		P		120,000	A	$15.5	7,153,885	I	See footnote(1)
Ordinary Shares	11/02/2021		P		100,000	A	$13.5(7)	7,253,885	I	See footnote(1)
Ordinary Shares	11/03/2021		C		3,715,510	A	(5)	10,969,395	I	See footnote(1)
Ordinary Shares	11/03/2021		C		14,619,500	A	(6)	25,588,895	I	See footnote(1)
Ordinary Shares	11/03/2021		C		14,619,500	A	(6)	21,653,385	I	See footnote(2)
Ordinary Shares	11/03/2021		C		2,923,000	A	(6)	4,330,675	I	See footnote(3)
Ordinary Shares	11/03/2021		C		2,477,005	A	(5)	2,477,005	I	See footnote(4)

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
Series A Preferred Shares	(5)	11/03/2021		C			635,369	(5)	(5)	Ordinary Shares	3,715,510	(5)	0	I	See footnote(1)
Series Seed Preferred Shares	(6)	11/03/2021		C			2,500,000	(6)	(6)	Ordinary Shares	14,619,500	(6)	0	I	See footnote(1)
Series Seed Preferred Shares	(6)	11/03/2021		C			2,500,000	(6)	(6)	Ordinary Shares	14,619,500	(6)	0	I	See footnote(2)
Series Seed Preferred Shares	(6)	11/03/2021		C			500,000	(6)	(6)	Ordinary Shares	2,923,900	(6)	0	I	See footnote(3)
Series A Preferred Shares	(5)	11/03/2021		C			423,579	(5)	(5)	Ordinary Shares	2,477,005	(5)	0	I	See footnote(4)

1. Name and Address of Reporting Person* PERCEPTIVE ADVISORS LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* PERCEPTIVE LIFE SCIENCES MASTER FUND LTD (Last) (First) (Middle) C/O PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* LEV LB Holdings, LP (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* Perceptive Xontogeny Venture Fund, LP (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* C2 Life Sciences LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* Perceptive Venture Advisors, LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* LEV LB Holdings GP, LLC (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

1. Name and Address of Reporting Person* EDELMAN JOSEPH (Last) (First) (Middle) 51 ASTOR PLACE, 10TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. ("Perceptive Life"). Perceptive Advisors, LLC (the "Advisor") serves as the investment advisor to Perceptive Life. Joseph Edelman is the managing member of the Advisor. The Advisor and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. The securities are directly held by LEV LB Holdings, LP ("LEV LB"). LEV LB Holdings GP, LLC ("LEV LB LLC") is the manager of LEV LB. Mr. Edelman is the sole member of LEV LB LLC. LEV LB LLC and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

3. The securities are directly held by Perceptive Xontogeny Venture Fund, LP ("Perceptive Xontogeny"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment advisor to Perceptive Xontogeny and is an affiliate of the Advisor. Joseph Edelman is the managing member of the Advisor. The Venture Advisor, the Advisor and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

4. The securities are directly held by C2 Life Sciences LLC ("C2 Life"). The Advisor serves as the investment advisor to C2 Life. Joseph Edelman is the managing member of the Advisor. The Advisor and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

5. Each share of the Issuer's Series A Preferred Shares automatically converted into 5.8478 of the Issuer's Ordinary Shares immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Shares have no expiration date.

6. Each share of the Issuer's Seed Series Preferred Shares automatically converted into 5.8478 of the Issuer's Ordinary Shares immediately prior to the closing of the Issuer's initial public offering. The Seed Series Preferred Shares have no expiration date.

7. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.25 to $13.79, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of purchased at each separate price within such range.

Remarks:

	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member	11/03/2021
	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member	11/03/2021
	/s/ Joseph Edelman - for LEV LB Holdings, LP, By: LEV LB Holdings GP, LLC, its general partner, By: Joseph Edelman, its sole member	11/03/2021
	/s/ Joseph Edelman - for Perceptive Xontogeny Venture Fund, LP, By: Joseph Edelman, its investment manager, By: Joseph Edelman its managing member	11/03/2021
	/s/ Joseph Edelman - for C2 Life Sciences LLC, By: Joseph Edelman, its investment manager, By: Joseph Edelman, its managing member	11/03/2021
	/s/ Joseph Edelman - for Perceptive Venture Advisors LLC, By: Joseph Edelman, its managing member	11/03/2021
	/s/ Joseph Edelman - for LEV LB Holdings GP, LLC, By: Joseph Edelman, its sole member	11/03/2021
	/s/ Joseph Edelman	11/03/2021
	** 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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