| 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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2020 | 3. Issuer Name and Ticker or Trading Symbol Allovir, Inc. [ ALVR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 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) |
| Common Stock | 30,197 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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-2 Convertible Preferred Stock | (1) | (1) | Common Stock | 13,420,970 | (1) | I | See Footnote(2) |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 247,011 | (1) | I | See Footnote(3) |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 1,399,732 | (1) | I | See Footnote(4) |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 411,685 | (1) | I | See Footnote(5) |
| Explanation of Responses: |
| 1. Each share of convertible preferred stock is convertible on a one-for-1.49021 basis into Common Stock at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The convertible preferred stock has no expiration date. |
| 2. Shares held by ElevateBio LLC ("ElevateBio"). The Reporting Person is a director of ElevateBio, and may be deemed to have shared voting and investment power of the shares held by ElevateBio. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. Shares held by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited is the appointed manager of F2-TPO and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person is the founding director of Globeways Holdings II Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4. Shares held by F2 MG Limited ("F2 MG"). Globeways Holdings Limited is the appointed manager of F2 MG and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person is the founding director of Globeways Holdings Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 5. Shared held by F2 MC, LLC ("F2 MC"). Globeways Holdings II Limited is the appointed manager of F2 MC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person is the founding director of Globeways Holdings II Limited. Morana Jovan-Embiricos has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Limited. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Morana Jovan-Embiricos | 07/29/2020 | |
| ** 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. | ||
