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
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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*
SVF Endurance (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD CAYMAN CORP CENTRE
27 HOSPITAL ROAD

(Street)
GEORGETOWN, GRAND CAYMAN E9 KY1-9008

(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 X 10% Owner
Officer (give title below) Other (specify below)
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, par value $0.0001 per share 10/16/2019 C 21,666,666 A (1) 21,666,666 I See footnote(2)(3)
Common Stock, par value $0.0001 per share 10/16/2019 P 950,000 A $20 22,616,666 I See footnote(2)(3)
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 (1) 10/16/2019 C 15,555,555 (1) (1) Common Stock 15,555,555 $0.00 0 I See footnote(2)(3)
Series B Convertible Preferred Stock (1) 10/16/2019 C 6,111,111 (1) (1) Common Stock 6,111,111 $0.00 0 I See footnote(2)(3)
1. Name and Address of Reporting Person*
SVF Endurance (Cayman) Ltd

(Last) (First) (Middle)
C/O WALKERS CORP LTD CAYMAN CORP CENTRE
27 HOSPITAL ROAD

(Street)
GEORGETOWN, GRAND CAYMAN E9 KY1-9008

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SB INVESTMENT ADVISERS (UK) LTD

(Last) (First) (Middle)
69 GROSVENOR STREET

(Street)
LONDON X0 W1K 3JW

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOFTBANK VISION FUND (AIV M1) L.P.

(Last) (First) (Middle)
251 LITTLE FALLS DRIVE

(Street)
WILMINGTON DE 19808

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock each converted into Vir Biotechnology, Inc. common stock on a one-to-one basis and had no expiration date.
2. Represents securities held directly by SVF Endurance (Cayman) Limited. SVF Endurance (Cayman) Limited is a wholly-owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. ("SVF"). SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SVF in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF's investments.
3. (continued from footnote 2) SBIA UK is wholly owned by SoftBank Group Corp. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that any reporting person is the beneficial owner of such shares for purposes of the Securities Exchange Act of 1934 or for any other purpose.
Remarks:
/s/ Karen Ellerbe, Director of SVF Endurance (Cayman) Limited 10/16/2019
/s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited, manager of SoftBank Vision Fund (AIV M1) L.P. 10/16/2019
/s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited 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 4 (b)(v).
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