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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Clayton Russell (Last) (First) (Middle) C/O LARIMAR THERAPEUTICS, INC. THREE BALA PLAZA EAST, SUITE 506 (Street) BALA CYNWYD PA 19004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/17/2023	3. Issuer Name and Ticker or Trading Symbol Larimar Therapeutics, Inc. [ LRMR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer	5. 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 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)

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

Explanation of Responses:

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ Jennifer Johansson, Attorney-in-fact	07/18/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY

   KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints the Vice President of Regulatory
Affairs and Counsel and Chief Financial Officer of Larimar
Therapeutics, Inc. (the "Company") with full power to act singly,
as the undersigned's true and lawful attorneys-in-fact, with full
power of substitution, to:
	1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director and/or
beneficial owner of the Company, Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;
	2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute any
amendment or amendments thereto, and timely file such form with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
	3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood
that the documents executed by such 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 such
attorney-in-fact may approve in such attorney-in-fact's discretion.
   The undersigned hereby grants to the attorneys-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.
   This power of attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the attorney-in-fact.
   IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 14th day of
July, 2023.

					By:	/s/ Russell G. Clayton
					Name:	Russell G. Clayton, DO
					Title:	Chief Medical Officer