0001209191-20-052760.txt : 20201001 0001209191-20-052760.hdr.sgml : 20201001 20201001191604 ACCESSION NUMBER: 0001209191-20-052760 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201001 DATE AS OF CHANGE: 20201001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM SunStates Fund, L.P. CENTRAL INDEX KEY: 0001765022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201217618 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-9200 MAIL ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM Asset Management Investors SunStates Fund LLC CENTRAL INDEX KEY: 0001765025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201217619 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-92-- MAIL ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM SunStates Fund GP LLC CENTRAL INDEX KEY: 0001765026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201217620 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-9200 MAIL ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MPM SunStates GP Managing Member LLC CENTRAL INDEX KEY: 0001765023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201217621 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-9200 MAIL ADDRESS: STREET 1: 450 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncorus, Inc. CENTRAL INDEX KEY: 0001671818 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473779757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET STREET 2: 5TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-9200 MAIL ADDRESS: STREET 1: 450 KENDALL STREET STREET 2: 5TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-01 0 0001671818 Oncorus, Inc. ONCR 0001765022 MPM SunStates Fund, L.P. C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET CAMBRIDGE MA 02142 0 0 1 0 0001765025 MPM Asset Management Investors SunStates Fund LLC C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET CAMBRIDGE MA 02139 0 0 1 0 0001765026 MPM SunStates Fund GP LLC C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET CAMBRIDGE MA 02142 0 0 1 0 0001765023 MPM SunStates GP Managing Member LLC C/O MPM ASSET MANAGEMENT LLC 450 KENDALL STREET CAMBRIDGE MA 02142 0 0 1 0 Common Stock 115823 I See footnote Series A-1 Preferred Stock Common Stock 1783879 I See footnote Series B Preferred Stock Common Stock 775975 I See footnote Warrant (right to buy) 1.21 2031-03-31 Common Stock 42655 I See footnote The shares are held by MPM Asset Management LLC ("AM LLC"). Luke Evnin and Anbsert Gadicke are the members of AM LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. Each share of Series A-1 Preferred and Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering. The shares are held as follows: 1,382,943 by MPM BioVentures 2014, L.P. ("BV 2014"), 92,239 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 50,164 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 224,924 by MPM Sunstates Fund, L.P. ("MPM SunStates") and 33,609 by MPM Asset Management Investors Sunstates Fund LLC ("AM SunStates"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM SunStates Fund GP LLC and MPM SunStates GP Managing Member LLC ("SunStates GP") are the direct and indirect general partners of MPM SunStates. SunStates GP is the manager of AM SunStates. Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of BV LLC and Ansbert Gadicke is a member of SunStates GP. The shares are held as follows: 635,058 by BV 2014, 42,356 by BV 2014(B), 23,035 by AM BV2014, 65,708 by MPM SunStates and 9,818 by AM SunStates. Immediately exercisable. The warrants are held as follows: 24,611 by BV 2014, 1,641 by BV 2014(B), 892 by AM BV2014, 13,495 by MPM SunStates and 2,016 by AM SunStates. See Form 3 for MPM BioVentures 2014, L.P for additional members of this joint filing. /s/ Ansbert Gadicke, member of MPM Sunstates GP Managing Member LLC, the managing member of MPM SunStates Fund GP LLC, the general partner of MPM SunStates Fund, L.P. 2020-10-01 Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC, the manager of MPM Asset Management Investors SunStates Fund LLC 2020-10-01 /s/ Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC, the managing member of MPM SunStates Fund GP LLC 2020-10-01 /s/ Ansbert Gadicke, member of MPM SunStates GP Managing Member LLC 2020-10-01