Vir Biotechnology, Inc. — Director's Dealing 2019

Oct 17, 2019

SEC Form 3/A — Form 3/A

Issuer: Vir Biotechnology, Inc. (VIR)
CIK: 0001706431
Period of Report: 2019-10-10

Reporting Person: Q-Ventures Program II (Co-Invest Holdings) Ltd. (10% Owner)
Reporting Person: Angella Frank G. (10% Owner)
Reporting Person: Quinn Christopher (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Convertible Preferred Stock	$		Common Stock (1111111)		Direct
Series B Convertible Preferred Stock	$		Common Stock (555555)		Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.