Form 4 Angella Frank G.

Statement of changes in beneficial ownership of securities

Published: 2019-10-18 16:21:39
Submitted: 2019-10-18
Period Ending In: 2019-10-16
doc4.html FORM 4 SUBMISSION


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/16/2019 C 1,111,111 A $0.00(2) 1,111,111 D(1)
Common Stock 10/16/2019 C 555,555 A $0.00(3) 1,666,666 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Preferred Stock (2) 10/16/2019 C 1,111,111 (2) (2) Common Stock 1,111,111 $0.00 0 D(1)
Series B Convertible Preferred Stock (3) 10/16/2019 C 555,555 (3) (3) Common Stock 555,555 $0.00 0 D(1)
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 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.
2. The Series A-1 Convertible Preferred Stock ("Series A") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the Issuer's public offering of Common Stock pursuant to the Issuer's registration statement under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on September 3, 2019, as amended on September 30, 2019 (the "IPO"). The Series A had no expiration date.
3. The Series B Convertible Preferred Stock ("Series B") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the IPO. The Series B had no expiration date.
Remarks:
/s/ Frank Angella as an authorized signatory of each Reporting Person 10/18/2019
** 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 4 (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
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-10-16
Not Subject To Section16:
1

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
0
Is Other
1
Other Text
Former 10% Holder

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
0
Is Other
1
Other Text
Former 10% Holder

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
0
Is Other
1
Other Text
Former 10% Holder

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2019-10-16

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1111111

Transaction Price Per Share

Value
0.00
@attributes Id
F2
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1111111

Direct Or Indirect Ownership

Value
D
@attributes Id
F1
Security Title
Common Stock
Transaction Date
2019-10-16

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
555555

Transaction Price Per Share

Value
0.00
@attributes Id
F3
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
1666666

Direct Or Indirect Ownership

Value
D
@attributes Id
F1

Derivative Transaction

Security Title
Series A-1 Convertible Preferred Stock
@attributes Id
F2
Transaction Date
2019-10-16

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1111111
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
1111111
Shares Owned Following Transaction
0

Direct Or Indirect Ownership

Value
D
@attributes Id
F1
Security Title
Series B Convertible Preferred Stock
@attributes Id
F3
Transaction Date
2019-10-16

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
555555
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F3
@attributes Id
F3

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
555555
Shares Owned Following Transaction
0

Direct Or Indirect Ownership

Value
D
@attributes Id
F1

Footnote

0
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.
1
The Series A-1 Convertible Preferred Stock ("Series A") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the Issuer's public offering of Common Stock pursuant to the Issuer's registration statement under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on September 3, 2019, as amended on September 30, 2019 (the "IPO"). The Series A had no expiration date.
2
The Series B Convertible Preferred Stock ("Series B") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the IPO. The Series B had no expiration date.

Owner Signature

Signature Name
/s/ Frank Angella as an authorized signatory of each Reporting Person
Signature Date
2019-10-18
Additional Files
FileSequenceDescriptionTypeSize
0000899243-19-025772.txt   Complete submission text file   15024
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