Vir Biotechnology (VIR) Form 3/A Vir Biotechnology / Frank G. Angella ownership change

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^*

Q-Ventures Program II (Co-Invest Holdings) Ltd.

(Last) (First) (Middle)

2221 WASHINGTON STREET, BUILDING 1

SUITE 201

(Street)

NEWTON MA 02462

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2019

3. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/10/2019

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 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Convertible Preferred Stock(4)	(1)	(1)	Common Stock	1,111,111	(1)	D(3)
Series B Convertible Preferred Stock(4)	(2)	(2)	Common Stock	555,555	(2)	D(3)

1. Name and Address of Reporting Person^*

Q-Ventures Program II (Co-Invest Holdings) Ltd.

(Last) (First) (Middle)

2221 WASHINGTON STREET, BUILDING 1

SUITE 201

(Street)

NEWTON MA 02462

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angella Frank G.

(Last) (First) (Middle)

2221 WASHINGTON STREET, BUILDING 1

SUITE 201

(Street)

NEWTON MA 02462

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quinn Christopher

(Last) (First) (Middle)

2221 WASHINGTON STREET, BUILDING 1

SUITE 201

(Street)

NEWTON MA 02462

(City) (State) (Zip)

Explanation of Responses:

1. The Series A-1 Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.

2. The Series B Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in gross proceeds to the Issuer of not less than $200 million; or (iii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (voting together as a single class), in the case of (i) into fully paid and nonassessable shares of Common Stock on a 1-for-1 basis, subject to certain adjustments for dilution, if any, resulting from future stock issuances, and in the case of (ii) and (iii) into fully paid and nonassessable shares of Common Stock at the then-effective conversion rate for such share.

3. The reported securities are beneficially owned by Q-Ventures Program II (Co-Invest Holdings) Ltd. ("Q-Ventures"). Frank Angella and Christopher Quinn are the directors of Q-Ventures and have shared voting and investment power over the shares held by Q-Ventures and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his or its pecuniary interest therein.

4. This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the Securities and Exchange Commission on October 10, 2019, is being filed to add Frank Angella and Christopher Quinn as Reporting Persons and to add a power of attorney as Exhibit 24. The holdings are not new or revised but are being reported in order to gain access to the filing system.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Frank Angella **Signature of Frank Angella as an authorized signatory of each Reporting Person	10/16/2019
	** Signature of Reporting Person	Date
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