| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/02/2019 | 3. Issuer Name and Ticker or Trading Symbol Viela Bio, Inc. [ VIE ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 10/02/2019 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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-2 Preferred Stock(1) | (2) | (3) | Common Stock | 6,800,000 | (4) | D(5)(6) | |
| Series A-3 Preferred Stock(1) | (2) | (3) | Common Stock | 1,882,353 | (4) | D(5)(6) | |
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. This amendment is being filed solely to include 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 as additional reporting persons (together with Boundless Meadow Limited, collectively, the "Reporting Persons") to the Form 3 filed by Boundless Meadow Limited on October 2, 2019. The Reporting Persons are re-reporting the transactions reported on October 2, 2019. |
| 2. The shares of preferred stock will automatically convert 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. |
| 3. Not applicable. |
| 4. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering. |
| 5. The securities reported herein are owned by Boundless Meadow Limited. 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 reported herein. 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. |
| 6. (Continued from footnote (5)) 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 disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
| 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 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 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. | ||
