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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 Preferred Stock | (1) | (1) | Common Stock | 1,333,333 | (1) | D(3) | |
Series B Preferred Stock | (2) | (2) | Common Stock | 1,333,333 | (2) | D(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of the issuer's Series A-1 Preferred Stock will automatically convert to one share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering (IPO) and has no expiration date. No fractional shares shall be issuable upon conversion. |
2. Each share of the issuer's Series B Preferred Stock will automatically convert to one share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. No fractional shares shall be issuable upon conversion. |
3. Platinum Falcon B 2018 RSC Ltd. ("Platinum Falcon") directly holds the Series A-1 Preferred Stock and Series B Preferred Stock. Platinum International Investment Holding RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and the Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Series A-1 Preferred Stock and Series B Preferred Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Abu Dhabi Investment Authority | 10/10/2019 | |
/s/ Hamad Shahwan Surour Shawan AlDhaheri, Authorized Signatory of Abu Dhabi Investment Authority | 10/10/2019 | |
/s/ Abdulla Humaid Ali Matar AlMazrouei, Authorized Signatory of Platinum International Investment Holding RSC Limited | 10/10/2019 | |
/s/ Mohamed Ahmed Darwish Karam AlQubaisi, Authorized Signatory of Platinum International Investment Holding RSC Limited | 10/10/2019 | |
/s/ Saif Surour Omair Maaded AlMashghouni, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. | 10/10/2019 | |
/s/ Ahmed Salem Abdulla Alneyadi, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. | 10/10/2019 | |
** 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. |