Oncorus (ONCR) Form 4 Oncorus / LUKE EVNIN 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^*

EVNIN LUKE

(Last) (First) (Middle)

C/O ONCORUS, INC.

50 HAMPSHIRE STREET, SUITE 401

(Street)

CAMBRIDGE MA 02139

(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)

X	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)

X	Form filed by One Reporting Person
	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		1,525,346	A	(1)	1,641,169	I	See footnote(2)(3)
Common Stock	10/06/2020		C		700,449	A	(1)	2,341,618	I	See footnote(2)(4)
Common Stock	10/06/2020		P		151,225	A	$15	2,492,843	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			1,525,346	(1)	(1)	Common Stock	1,525,346	$0.00	0	I	See footnote(2)(6)
Series B Preferred Stock	(1)	10/06/2020		C			700,449	(1)	(1)	Common Stock	700,449	$0.00	0	I	See footnote(2)(7)

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. The 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") 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. The Reporting Person is a member of BV LLC and AM LLC.

4. The shares are held as follows: 2,018,001 by BV 2014, 134,595 by BV 2014(B), 73,199 by AM BV2014 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 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) and 50,164 by AM BV2014.

7. The shares are held as follows: 635,058 by BV 2014, 42,356 by BV 2014(B) and 23,035 by AM BV2014.

Remarks:

	/s/ Jason Minio, Attorney-in-Fact	10/08/2020
	** 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 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).
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