Form 3 Q-ventures Program Ii (co-invest Holdings) Ltd.

Initial statement of beneficial ownership of securities

Published: 2019-10-10 21:23:59
Submitted: 2019-10-10
Period Ending In: 2019-10-10
doc3.html FORM 3 SUBMISSION


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SEC FORM 3

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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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Q-Ventures Program II (Co-Invest Holdings) Ltd.

(Last) (First) (Middle)
2221 WASHINGTON STREET, BUILDING 1
SUITE 201

(Street)
NEWTON MA 02462

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2019
3. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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
Series A-1 Convertible Preferred Stock (1) (1) Common Stock 1,111,111 (1) D
Series B Convertible Preferred Stock (2) (2) Common Stock 555,555 (2) D
Explanation of Responses:
1. The Series A-1 Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.
2. The Series B Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.
Remarks:
/s/ Frank Angella, Director, on behalf of Q-Ventures Program II (Co-Invest Holdings) Ltd. 10/10/2019
** 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.
1
doc3.xml FORM 3 SUBMISSION
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-10-10
No Securities Owned:
0

Issuer

Issuer Cik
0001706431
Issuer Name
Vir Biotechnology, Inc.
Issuer Trading Symbol
VIR

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001790363
Rpt Owner Name
Q-Ventures Program II (Co-Invest Holdings) Ltd.

Reporting Owner Address

Rpt Owner Street1
2221 WASHINGTON STREET, BUILDING 1
Rpt Owner Street2
SUITE 201
Rpt Owner City
NEWTON
Rpt Owner State
MA
Rpt Owner Zip Code
02462

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Derivative Holding

Security Title
Series A-1 Convertible Preferred Stock
@attributes Id
F1
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1111111
Direct Or Indirect Ownership
D
Security Title
Series B Convertible Preferred Stock
@attributes Id
F2
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
555555
Direct Or Indirect Ownership
D

Footnote

0
The Series A-1 Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.
1
The Series B Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.

Owner Signature

Signature Name
/s/ Frank Angella, Director, on behalf of Q-Ventures Program II (Co-Invest Holdings) Ltd.
Signature Date
2019-10-10
Additional Files
FileSequenceDescriptionTypeSize
0000899243-19-025488.txt   Complete submission text file   7279
$VIR

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