| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Viela Bio, Inc. [ VIE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 10/07/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 10/09/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 10/07/2019 | C | 6,800,000 | A | (1) | 6,800,000 | D(3) | |||
| Common Stock | 10/07/2019 | C | 1,882,353 | A | (1) | 8,682,353(2) | D(3) | |||
| Common Stock | 10/07/2019 | P | 300,000(4) | A | $19 | 300,000 | I | Held by Boyu Capital Opportunities Master Fund(5)(6) | ||
| Common Stock | 10/07/2019 | S | 36,091(7) | D | $22.1801 | 263,909 | I | Held by Boyu Capital Opportunities Master Fund(5)(6) | ||
| Common Stock | 10/08/2019 | P | 36,091 | A | $21.826 | 300,000 | I | Held by Boyu Capital Opportunities Master Fund(5)(6) | ||
| 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-2 Preferred Stock | (1) | 10/07/2019 | C | 6,800,000 | (8) | (9) | Common Stock | 6,800,000 | (1) | 0 | D(3) | ||||
| Series A-3 Preferred Stock | (1) | 10/07/2019 | C | 1,882,353 | (8) | (9) | Common Stock | 1,882,353 | (1) | 0 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-1 basis. |
| 2. This amendment is being filed to correct a mathematical error in the amount of shares beneficially owned following the reported transactions as reflected in the Form 4 filed on October 9, 2019 (the "Original Form 4"). |
| 3. Boundless Meadow Limited is wholly owned by Boyu Capital Fund III, L.P. Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P. Boyu Capital General Partner III, Ltd. is the general partner of Boyu Capital General Partner III, L.P. Boyu Capital Group Holdings Ltd. holds 100% of the outstanding shares of Boyu Capital General Partner III, Ltd. XYXY Holdings Ltd. is the controlling shareholder of Boyu Capital Group Holdings Ltd. Mr. Xiaomeng Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Each of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong may be deemed to beneficially own the securities held by Boundless Meadow Limited and disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, if any. |
| 4. Reflects shares purchased in the Issuer's initial public offering. |
| 5. The Original Form 4 is also amended to reflect the inclusion of these securities as reported in Mr. Xiaomeng Tong's Form 4s filed on October 9, 2019 and October 10, 2019 respectively and the inclusion of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Opportunities Master Fund, Boyu Capital Investment Management Limited, Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong as additional reporting persons. |
| 6. The shares are directly held by Boyu Capital Opportunities Master Fund. Boyu Capital Investment Management Limited holds 100% of management shares of Boyu Capital Opportunities Master Fund. Boyu Capital Group Holdings Ltd. holds 100% of the voting shares of Boyu Capital Investment Management Limited. XYXY Holdings Ltd. is the controlling shareholder of Boyu Capital Group Holdings Ltd. Mr. Xiaomeng Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Each of Boyu Capital Investment Management Limited, Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong may be deemed to beneficially own the securities held by Boyu Capital Opportunities Master Fund and disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, if any. |
| 7. The sale of Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 36,091 shares, with the purchase of 36,091 shares of Issuer common stock at a price of $19 per share on the same date reported on the Mr. Xiaomeng Tong's Form 4 filed on October 10, 2019. Boyu Capital Opportunities Master Fund has agreed to pay to Issuer, upon settlement of the sale, $114,396.94274 representing the full amount of the profit realized in connection with the short-swing transaction less transaction costs. |
| 8. The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering. |
| 9. Not applicable. |
| Boundless Meadow Limited By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital Fund III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital General Partner III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital General Partner III, Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital Opportunities Master Fund By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital Investment Management Limited By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Boyu Capital Group Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| XYXY Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| Xiaomeng TONG By: /s/ Xiao WANG, as Attorney-in-Fact | 10/25/2019 | |
| ** 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). | ||
| 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. | ||
