| | UNITED STATES | |
| | SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, D.C. 20549 | |
| | | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Vir Biotechnology, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92764N 102
(CUSIP Number)
April 22, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92764N 102 |
| |
| | 1. | Name of Reporting Person
GlaxoSmithKline plc |
| |
| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | | (a) | ☐ |
| | | (b) | ☐ |
| |
| | 3. | SEC Use Only |
| |
| | 4. | Citizenship or Place of Organization
England and Wales |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5. | Sole Voting Power 6,626,027 shares1 |
| |
| 6. | Shared Voting Power
0 shares |
| |
| 7. | Sole Dispositive Power
6,626,027 shares1 |
| |
| 8. | Shared Dispositive Power
0 shares |
| |
| | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,626,027 shares 1 |
| |
| | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| |
| | 11. | Percent of Class Represented by Amount in Row (9)
6.03%2 |
| |
| | 12. | Type of Reporting Person (See Instructions)
CO |
| | | | | | |
___________________________
1Held by Glaxo Group Limited, a wholly-owned indirect subsidiary of GlaxoSmithKline plc.
2Based on 109,803,505 shares of the Issuer’s common stock outstanding as of March 27, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020.
| Item 1. |
| | (a) | Name of Issuer
Vir Biotechnology, Inc. |
| | (b) | Address of Issuer’s Principal Executive Offices
499 Illinois Street, Suite 500, San Francisco, California 94158 |
| |
| Item 2. |
| | (a) | Name of Person Filing
GlaxoSmithKline plc |
| | (b) | Address of Principal Business Office or, if none, Residence
980 Great West Road Brentford Middlesex TW8 9GS ENGLAND |
| | (c) | Citizenship
England and Wales |
| | (d) | Title of Class of Securities
Common Stock, par value $0.0001 per share |
| | (e) | CUSIP Number
92764N 102 |
| |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
| | (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| | (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| | (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| | (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| | (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | ☐ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| | (k) | ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:
___________________________________ |
| | | | |
| Item 4. | Ownership |
| | |
| The information in items 1 and 5 through 11 on the cover pages (page 2) on Schedule 13G is hereby incorporated by reference. |
| |
| Item 5. | Ownership of Five Percent or Less of a Class |
| | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ |
| |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Glaxo Group Limited* 6,626,027 6.03% *Shares held by Glaxo Group Limited, an indirect wholly-owned subsidiary of the Reporting Person. |
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| | |
| Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group |
| | |
| Not applicable. |
| |
| Item 9. | Notice of Dissolution of Group |
| | |
| Not applicable. |
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| Item 10. | Certifications |
| | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
Signatures
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
May 4, 2020
| | GlaxoSmithKline plc |
| | |
| | |
| | /s/ Victoria A. Whyte |
| | Signature |
| | |
| |
Victoria A. Whyte, Authorized Signatory |
| | Name/Title |
| | |
| | |
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
