SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HURLY STEPHEN A (Last) (First) (Middle) C/O LAVA THERAPEUTICS N.V. YALELAAN 62 (Street) UTRECHT P7 3584 CM (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2025	3. Issuer Name and Ticker or Trading Symbol LAVA Therapeutics NV [ LVTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	5,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Options (Right to Buy)	(1)	02/11/2030	Common Shares	232,934	2.35(2)	D
Share Options (Right to Buy)	(3)	12/16/2030	Common Shares	134,368	2.35(2)	D
Share Options (Right to Buy)	(4)	12/16/2030	Common Shares	360,451	2.35(2)	D
Share Options (Right to Buy)	(5)	12/20/2031	Common Shares	310,000	5.1	D
Share Options (Right to Buy)	(6)	12/22/2032	Common Shares	800,000	3.77	D
Share Options (Right to Buy)	(7)	01/18/2034	Common Shares	310,210	1.59	D

Explanation of Responses:

1. Fully vested and immediately exercisable.

2. Converted to U.S. dollars based on an exchange rate of 1.00 euro = $1.0389 (rounded to the nearest whole cent), the foreign exchange reference rate on December 31, 2024 as reported by the European Central Bank. Each option may be exercised for a price of 2.26 euros per share.

3. 33,592 of the shares underlying the option vested on December 16, 2021 and the remainder vests in 36 equal monthly installments beginning on January 16, 2022, provided the Reporting Person remains in a service relationship with the Issuer or a subsidiary of the Issuer on each such vesting date.

4. 90,113 of the shares underlying the option vested on March 17, 2022 and the remainder vests in 36 equal monthly installments beginning on April 17, 2022, provided the Reporting Person remains in a service relationship with the Issuer or a subsidiary of the Issuer on each such vesting date.

5. The shares underlying the option vest in 48 equal monthly installments beginning on January 1, 2022, provided the Reporting Person remains in a service relationship with the Issuer or a subsidiary of the Issuer on each such vesting date.

6. The shares underlying the option vest in 48 equal monthly installments beginning on February 1, 2023, provided the Reporting Person remains in a service relationship with the Issuer or a subsidiary of the Issuer on each such vesting date.

7. The shares underlying the option vest in 48 equal monthly installments beginning on February 19, 2024, provided the Reporting Person remains in a service relationship with the Issuer or a subsidiary of the Issuer on each such vesting date.

	/s/ Amy Garabedian, Attorney-in-Fact	01/02/2025
	** 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 5 (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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POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby constitutes and appoints each of Fred Powell and Amy Garabedian of LAVA Therapeutics N.V. (the “Company”) and Divakar Gupta, Katie Kazem and David Brinton of Cooley LLP, signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”), a Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

(2)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

(3)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP or another law firm representing the Company, as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: December 5, 2024

/s/ Stephen A. Hurly

Stephen A. Hurly