MPM Asset Management Investors BV2014 Form 4 Oncorus / Todd Foley ownership change

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^*

MPM BioVentures 2014, L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncorus, Inc. [ ONCR ]

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)
10/06/2020

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	10/06/2020		C		1,783,879	A	(1)	1,899,702	I	See footnote(2)(3)
Common Stock	10/06/2020		C		775,975	A	(1)	2,675,677	I	See footnote(2)(4)
Common Stock	10/06/2020		P		173,776	A	$15	2,849,453	I	See footnote(2)(5)

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 Preferred Stock	(1)	10/06/2020		C			1,783,879	(1)	(1)	Common Stock	1,783,879	$0.00	0	I	See footnote(2)(6)
Series B Preferred Stock	(1)	10/06/2020		C			775,975	(1)	(1)	Common Stock	775,975	$0.00	0	I	See footnote(2)(7)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foley Todd

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 (B), L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM Asset Management Investors BV2014 LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 GP LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A-1 Preferred and Series B Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

2. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

3. 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"), 33,609 by MPM Asset Management Investors Sunstates Fund LLC ("AM SunStates") and 115,823 by MPM Asset Management LLC ("AM LLC"). 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, Luke Evnin and Anbsert Gadicke are the members of AM LLC and Ansbert Gadicke is a member of SunStates GP.

4. The shares are held as follows: 2,018,001 by BV 2014, 134,595 by BV 2014(B), 73,199 by AM BV2014, 290,632 by MPM SunStates, 43,427 by AM SunStates and 115,823 by AM LLC.

5. The shares are held as follows: 2,155,108 by BV 2014, 143,740 by BV 2014(B), 78,172 by AM BV2014, 310,251 by MPM SunStates, 46,359 by AM SunStates and 115,823 by AM LLC.

6. The shares are held as follows: 1,382,943 by BV 2014, 92,239 by BV 2014(B), 50,164 by AM BV2014, 224,924 by MPM SunStates and 33,609 by AM SunStates.

7. 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.

Remarks:

See Form 4 for MPM SunStates Fund, L.P for additional members of this joint filing

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P	10/08/2020
	/s/ Todd Foley	10/08/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P.	10/08/2020
	Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC	10/08/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	10/08/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC	10/08/2020
	/s/ Ansbert Gadicke, member of MPM Asset Management LLC	10/08/2020
	** Signature of Reporting Person	Date
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