Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Flynn James E

2. Date of Event Requiring Statement (MM/DD/YYYY) 5/28/2020

3. Issuer Name and Ticker or Trading Symbol

Larimar Therapeutics, Inc. [LRMR]

(Last) (First) (Middle)

780 THIRD AVENUE, 37TH FLOOR,

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

__X__ Director ___X___ 10% Owner
_____ Officer (give title below) ___X___ Other (specify below)
/ Director by Deputization

(Street)

NEW YORK, NY 10017

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

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 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 Stock	6091250	I	Through Chondrial Therapeutics Holdings, LLC ⁽¹⁾⁽²⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
(1)	This Form 3 is being filed by the undersigned as well as the entities listed on the Joint filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Each of Deerfield Private Design Fund III, L.P. ("DPD III"), Deerfield Private Design Fund IV, L.P. ("DPD IV") and Deerfield Healthcare Innovations Fund, L.P. ("HIF") is a member of Chondrial Therapeutics Holdings, LLC. Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Mgmt HIF, L.P. are the general partners of DPD III, DPD IV and HIF, respectively. Deerfield Management Company, L.P. is the investment manager of each of DPD III, DPD IV and HIF. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by Chondrial Therapeutics Holdings, LLC is reported herein.
(2)	For purposes of Section 16, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
Jonathan Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer.
Please see Joint Filer Information Statement attached as Exhibit 99 hereto.

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Mgmt IV, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Mgmt HIF, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Private Design Fund IV, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization
Deerfield Healthcare Innovations Fund, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY 10017	X	X		Director by Deputization