Insider Filing: Pontifax-Linked Director Converts Preferred, Purchases 1M LBRX Shares

Rhea-AI Filing Summary

Ran Nussbaum, a director associated with Pontifax entities, reported acquisitions of LB Pharmaceuticals (LBRX) securities on 09/12/2025. The filing shows an automatic conversion of Series C redeemable convertible preferred stock into common stock and a purchase of common shares. Specifically, 10,000,000 shares of Series C preferred were converted immediately prior to the companys IPO closing, and 1,000,000 common shares were acquired at $15.00 per share. After these transactions, the reporting person (through Pontifax-related entities) beneficially owned 1,411,681 common shares, held indirectly. The filing identifies Pontifax (Israel) VI LP and Pontifax (Cayman) VI LP as holders of the underlying securities and notes shared voting and investment power through Pontifax management.

Positive

• Conversion of 10,000,000 Series C preferred into common increases common equity available post-IPO
• Acquisition of 1,000,000 common shares at $15.00 provides a clear transaction price and shows continued investor participation
• Beneficial ownership disclosure totals 1,411,681 common shares held indirectly, enhancing transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Director-associated investor converted large preferred position and purchased 1,000,000 shares at $15, increasing indirect common ownership to 1,411,681 shares.

The Form 4 documents two material non-derivative transactions: an automatic conversion of 10,000,000 Series C preferred shares into common stock immediately prior to the IPO closing, and a purchase of 1,000,000 common shares at $15.00 each on 09/12/2025. The resulting reported beneficial ownership attributable to Pontifax entities totals 1,411,681 common shares held indirectly. From a capital-structure viewpoint, the conversion extinguishes preferred claims and increases the public float of common shares; the disclosed purchase at a stated $15 price establishes a concrete valuation point for that block of shares on the transaction date.

Corporate Governance Expert

TL;DR: Reporting shows Pontifax entities exercise of conversion rights and additional buy reflects continued economic exposure and shared voting power via management GP.

The filing clarifies that Pontifax (Israel) VI LP and Pontifax (Cayman) VI LP hold the shares and convertible preferred, with Pontifax VI G.P. and Pontifax Management IV G.P. as general partners. Messrs. Tomer Kariv and Ran Nussbaum are identified as Managing Partners of Pontifax Management, and may be deemed to share voting and investment power. The Form 4 is consistent with required disclosure of indirect ownership and confirms the shift from preferred to common equity for a significant block of securities.

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
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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^*

Nussbaum Ran

(Last) (First) (Middle)

C/O LB PHARMACEUTICALS INC

ONE PENNSYLVANIA PLAZA, SUITE 1025

(Street)

NEW YORK NY 10119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LB PHARMACEUTICALS INC [ LBRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		C		411,681	A	(1)	411,681	I	See footnote(2)
Common Stock	09/12/2025		P		1,000,000	A	$15	1,411,681	I	See footnote(3)

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 C Preferred Stock	(1)	09/12/2025		C			10,000,000(4)	(1)	(1)	Common Stock	411,681(2)	(1)	0	I	See footnotes

Explanation of Responses:

1. Each share of Series C Preferred Stock automatically converted immediately prior to the closing of the Issuer's initial public offering for no additional consideration at a conversion ratio that was dependent upon the initial price per share to the public in the Issuer's initial public offering.

2. Consists of (i) 261,938 shares of common stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 149,743 shares of common stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

3. Consists of (i) 636,263 shares of common stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 363,737 shares of common stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

4. Consists of (i) 6,362,625 shares of our redeemable convertible preferred stock held by Pontifax (Israel) VI Limited Partnership, or Pontifax Israel, and (ii) 3,637,375 shares of our redeemable convertible preferred stock held by Pontifax (Cayman) VI Limited Partnership, or Pontifax Cayman. Pontifax Israel and Pontifax Cayman are collectively referred to as the Pontifax Entities. Pontifax VI G.P. L.P., or Pontifax VI G.P., is the general partner of each of the Pontifax Entities and Pontifax Management IV G.P. (2015) Ltd., or Pontifax Management, is the general partner of Pontifax VI G.P. Messrs. Tomer Kariv and Ran Nussbaum, are the Managing Partners of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax Entities.

	/s/ Marc Panoff, Attorney-in-Fact	09/16/2025
	** 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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FAQ

What transactions did Ran Nussbaum report on the LBRX Form 4?

The Form 4 reports an automatic conversion of 10,000,000 Series C preferred shares into common stock and the acquisition of 1,000,000 common shares at $15.00 on 09/12/2025.

How many common shares does the reporting person beneficially own after the transactions?

After the reported transactions, the filing shows 1,411,681 common shares beneficially owned indirectly by Pontifax-related entities.

Which entities hold the securities attributed to Ran Nussbaum on the Form 4?

The securities are held by Pontifax (Israel) VI Limited Partnership and Pontifax (Cayman) VI Limited Partnership, with Pontifax VI G.P. and Pontifax Management as general partners.

What price was paid for the purchased common shares reported on the Form 4?

The Form 4 reports the purchase price as $15.00 per share for the 1,000,000 acquired common shares.

When were the reported transactions executed?

The transactions listed on the Form 4 were executed on 09/12/2025, with the form signed by attorney-in-fact on 09/16/2025.