| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/16/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 1,333,333 | A | (1) | 1,333,333 | D(2) | |||
| Common Stock | 10/16/2019 | C | 1,333,333 | A | (1) | 2,666,666 | D(2) | |||
| Common Stock | 10/16/2019 | P | 1,000,000 | A | $20 | 3,666,666 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Preferred Stock | (1) | 10/16/2019 | C | 1,333,333 | (1) | (1) | Common Stock | 1,333,333 | $0 | 0 | D | ||||
| Series B Preferred Stock | (1) | 10/16/2019 | C | 1,333,333 | (1) | (1) | Common Stock | 1,333,333 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Upon closing of the issuer's initial public offering, the Series A-1 Preferred Stock and Series B Preferred Stock converted automatically into Common Stock on a 1-for-1 basis, without payment of further consideration. There was no expiration date for the Series A-1 Preferred Stock and Series B Preferred Stock. On September 27, 2019, prior to the closing of the issuer's initial public offering, the issuer effected a 1-for-4.5 reverse stock split of its Common Stock and Preferred Stock which is reflected in the numbers above. |
| 2. Platinum Falcon B 2018 RSC Ltd. ("Platinum Falcon") directly holds the Common Stock. Platinum International Investment Holding RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and the Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Common Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| As a result of the Issuer's initial public offering, the Reporting Persons are no longer 10% owners. This filing constitutes a Form 4 exit filing for the Reporting Persons as the Reporting Persons are no longer subject to Section 16 under the Exchange Act in connection with their beneficial ownership of shares of Common Stock or Preferred Stock of the Issuer. |
| /s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Abu Dhabi Investment Authority | 10/18/2019 | |
| /s/ Hamad Shahwan Surour Shawan AlDhaheri, Authorized Signatory of Abu Dhabi Investment Authority | 10/18/2019 | |
| /s/ Abdulla Humaid Ali Matar AlMazrouei, Authorized Signatory of Platinum International Investment Holding RSC Limited | 10/18/2019 | |
| /s/ Mohamed Ahmed Darwish Karam AlQubaisi, Authorized Signatory of Platinum International Investment Holding RSC Limited | 10/18/2019 | |
| /s/ Saif Surour Omair Maaded AlMashghouni, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. | 10/18/2019 | |
| /s/ Ahmed Salem Abdulla Alneyadi, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. | 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. | ||