Lyra Therapeutics, Inc. — Director's Dealing 2020

May 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lyra Therapeutics, Inc. (LYRA)
CIK: 0001327273
Period of Report: 2020-05-05

Reporting Person: Soleus Private Equity GP I, LLC (10% Owner)
Reporting Person: Soleus Private Equity Fund I, L.P. (10% Owner)
Reporting Person: Soleus PE GP I, LLC (10% Owner)
Reporting Person: Soleus Capital Master Fund, L.P. (10% Owner)
Reporting Person: Soleus Capital, LLC (10% Owner)
Reporting Person: Soleus Capital Group, LLC (10% Owner)
Reporting Person: Levy Guy (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-05	Common Stock	C	338330	$0.00	Acquired	338330	Indirect
2020-05-05	Common Stock	C	104608	$0.00	Acquired	442948	Indirect
2020-05-05	Common Stock	X	31382	$8.63	Acquired	474330	Indirect
2020-05-05	Common Stock	S	16909	$16.00	Disposed	457421	Indirect
2020-05-05	Common Stock	P	155000	$16.00	Acquired	155000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-05	Series B Convertible Preferred Stock	$	C	11666666	Disposed		Common Stock (338330)	Indirect
2020-05-05	Series C Convertible Preferred Stock	$	C	3607224	Disposed		Common Stock (104608)	Indirect
2020-05-05	Common Stock Warrant	$8.63	X	31382	Disposed	2030-01-27	Common Stock (31382)	Indirect

Footnotes

F1: The securities reported in this row are owned directly by Soleus Private Equity Fund I, L.P. ("Soleus PE"). Soleus Private Equity GP I, LLC ("Soleus GP") is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP I, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP I, LLC. Each of Mr. Guy Levy, Soleus PE GP I, LLC and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F2: The securities reported in this row are held by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

F3: On May 5, 2020, Soleus PE exercised a warrant to purchase an aggregate of 31,382 shares of the Issuer's common stock for $16.00 a share, which represents the Issuer's initial public offering price. In connection with the automatic net exercise of the warrant immediately prior to the closing of the Issuer's initial public offering, the Issuer withheld 16,909 of the warrant shares to pay the exercise price and issued the remaining 14,473 shares of common stock to Soleus PE. The Issuer also paid $13.77 to Soleus PE in lieu of a fractional share.

F4: Each share of preferred stock was automatically converted into 0.0289998 shares of common stock upon the closing of the Issuer's initial public offering.