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

[Amend] Initial statement of beneficial ownership of securities

Published: 2019-10-16 20:44:04
Submitted: 2019-10-16
Period Ending In: 2019-10-10
doc3a.html FORM 3/A SUBMISSION


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SEC FORM 3/A

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*
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)
10/10/2019
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)
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(4) (1) (1) Common Stock 1,111,111 (1) D(3)
Series B Convertible Preferred Stock(4) (2) (2) Common Stock 555,555 (2) D(3)
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)
1. Name and Address of Reporting Person*
Angella Frank G.

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

(Street)
NEWTON MA 02462

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Quinn Christopher

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

(Street)
NEWTON MA 02462

(City) (State) (Zip)
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.
3. The reported securities are beneficially owned by Q-Ventures Program II (Co-Invest Holdings) Ltd. ("Q-Ventures"). Frank Angella and Christopher Quinn are the directors of Q-Ventures and have shared voting and investment power over the shares held by Q-Ventures and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his or its pecuniary interest therein.
4. This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the Securities and Exchange Commission on October 10, 2019, is being filed to add Frank Angella and Christopher Quinn as Reporting Persons and to add a power of attorney as Exhibit 24. The holdings are not new or revised but are being reported in order to gain access to the filing system.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Frank Angella **Signature of Frank Angella as an authorized signatory of each Reporting Person 10/16/2019
** 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
doc3a.xml FORM 3/A SUBMISSION
Schema Version:
X0206
Document Type:
3/A
Period Of Report:
2019-10-10
Date Of Original Submission:
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

Reporting Owner Id

Rpt Owner Cik
0001791076
Rpt Owner Name
Angella Frank G.

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

Reporting Owner Id

Rpt Owner Cik
0001791072
Rpt Owner Name
Quinn Christopher

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

Value
Series A-1 Convertible Preferred Stock
@attributes Id
F4
@attributes Id
F1
@attributes Id
F1
@attributes Id
F1

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1111111

Direct Or Indirect Ownership

Value
D
@attributes Id
F3

Security Title

Value
Series B Convertible Preferred Stock
@attributes Id
F4
@attributes Id
F2
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
555555

Direct Or Indirect Ownership

Value
D
@attributes Id
F3

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.
2
The reported securities are beneficially owned by Q-Ventures Program II (Co-Invest Holdings) Ltd. ("Q-Ventures"). Frank Angella and Christopher Quinn are the directors of Q-Ventures and have shared voting and investment power over the shares held by Q-Ventures and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his or its pecuniary interest therein.
3
This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the Securities and Exchange Commission on October 10, 2019, is being filed to add Frank Angella and Christopher Quinn as Reporting Persons and to add a power of attorney as Exhibit 24. The holdings are not new or revised but are being reported in order to gain access to the filing system.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Owner Signature

Signature Name
/s/ Frank Angella **Signature of Frank Angella as an authorized signatory of each Reporting Person
Signature Date
2019-10-16
attachment1.htm EX-24 DOCUMENT


> ENT> EX-24 2 attachment1.htm EX-24 DOCUMENT
                                                                      Exhibit 24

                                POWER OF ATTORNEY

    Know all by these presents, that each of the undersigned hereby constitutes
and appoints each other undersigned, such person's true and lawful attorney-in-
fact, to:

    (1) execute for and on behalf of each of such person Forms 3, 4, and 5 and
        Schedules 13D or 13G, as appropriate, and any required amendments
        thereto (collectively, the "Reports"), with respect to their current or
        future beneficial ownership of securities of any public company, in
        accordance with Section 13(d) and/or Section 16(a) of the Securities
        Exchange Act of 1934, as amended, and the respective rules (including
        Rule 13d-1) promulgated thereunder;

    (2) do and perform any and all acts for and on behalf of such person which
        may be necessary or desirable to complete and execute any such Report
        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 an attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, such
        person, it being understood that the documents executed by an attorney-
        in-fact on behalf of such person 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.

    Each of the undersigned hereby grants to each 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 each
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.  Each of the undersigned hereby ratifies and
confirms each Report that has been signed by any other undersigned prior to the
date hereof.  Each of the undersigned acknowledges that each foregoing attorney-
in-fact, in serving in such capacity at the request of the undersigned, is not
assuming any of the undersigneds' responsibilities to comply with Section 13(d)
or Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned are no longer required to file Reports with respect to the
undersigneds' current or future holdings of and transactions in securities
issued by any public company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.

           [The remainder of this page is intentionally left blank.]






    IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of dates set forth opposite their names.



Dated:    10/16/2019                  /s/ Frank Angella
       ------------------             -----------------------------------
                                      Frank Angella


Dated:    10/16/2019                  /s/ Christopher Quinn
      -------------------             -----------------------------------
                                      Christopher Quinn



Additional Files
FileSequenceDescriptionTypeSize
0000899243-19-025640.txt   Complete submission text file   14871
$VIR

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