SEC Form 3
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) 10/01/2020 | 3. Issuer Name and Ticker or Trading Symbol Oncorus, Inc. [ ONCR ] | |||||||||||||
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 | |||
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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 | 115,823 | I | See footnote(1)(2) |
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-1 Preferred Stock | (3) | (3) | Common Stock | 1,783,879 | (3) | I | See footnote(2)(4) |
Series A-1 Preferred Stock | (3) | (3) | Common Stock | 1,525,348 | (3) | I | See footnote(2)(5) |
Series B Preferred Stock | (3) | (3) | Common Stock | 775,975 | (3) | I | See footnote(2)(6) |
Series B Preferred Stock | (3) | (3) | Common Stock | 700,453 | (3) | I | See footnote(2)(5) |
Warrant (right to buy) | (7) | 12/31/2031 | Common Stock | 42,655 | 1.21 | I | See footnote(2)(8) |
Warrant (right to buy) | (7) | 12/31/2031 | Common Stock | 27,146 | 1.21 | I | See footnote(2)(5) |
Explanation of Responses: |
1. The shares are held by MPM Asset Management LLC ("AM LLC"). The Reporting Person is a member of AM LLC. |
2. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
3. 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. |
4. 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. The Reporting Person is a managing director of BV LLC and a member of SunStates GP. |
5. The reported securities are held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing member of Oncology GP LLC. |
6. 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. |
7. Immediately exercisable. |
8. 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. |
Remarks: |
/s/ Ansbert Gadicke | 10/01/2020 | |
** 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. |