4//SEC Filing
V-Sciences Investments Pte Ltd 4
Accession 0000899243-19-025766
CIK 0001706431other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 4:16 PM ET
Size
23.6 KB
Accession
0000899243-19-025766
Insider Transaction Report
Form 4
TEMASEK HOLDINGS (PRIVATE) LTD
10% Owner
Transactions
- Purchase
Common Stock
2019-10-16$20.00/sh+500,000$10,000,000→ 5,499,999 total(indirect: See footnote) - Conversion
Common Stock
2019-10-16+3,333,333→ 3,333,333 total(indirect: See footnote) - Conversion
Common Stock
2019-10-16+1,666,666→ 4,999,999 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2019-10-16−3,333,333→ 0 total(indirect: See footnotes)→ Common Stock (3,333,333 underlying) - Conversion
Series B Preferred Stock
2019-10-16−1,666,666→ 0 total(indirect: See footnotes)→ Common Stock (1,666,666 underlying)
Temasek Life Sciences Private LTD
10% Owner
Transactions
- Conversion
Common Stock
2019-10-16+1,666,666→ 4,999,999 total(indirect: See footnote) - Purchase
Common Stock
2019-10-16$20.00/sh+500,000$10,000,000→ 5,499,999 total(indirect: See footnote) - Conversion
Common Stock
2019-10-16+3,333,333→ 3,333,333 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2019-10-16−3,333,333→ 0 total(indirect: See footnotes)→ Common Stock (3,333,333 underlying) - Conversion
Series B Preferred Stock
2019-10-16−1,666,666→ 0 total(indirect: See footnotes)→ Common Stock (1,666,666 underlying)
TLS Beta Pte. Ltd.
10% Owner
Transactions
- Purchase
Common Stock
2019-10-16$20.00/sh+500,000$10,000,000→ 5,499,999 total(indirect: See footnote) - Conversion
Common Stock
2019-10-16+1,666,666→ 4,999,999 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2019-10-16−3,333,333→ 0 total(indirect: See footnotes)→ Common Stock (3,333,333 underlying) - Conversion
Series B Preferred Stock
2019-10-16−1,666,666→ 0 total(indirect: See footnotes)→ Common Stock (1,666,666 underlying) - Conversion
Common Stock
2019-10-16+3,333,333→ 3,333,333 total(indirect: See footnote)
Fullerton Management Pte Ltd
10% Owner
Transactions
- Conversion
Common Stock
2019-10-16+3,333,333→ 3,333,333 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2019-10-16−3,333,333→ 0 total(indirect: See footnotes)→ Common Stock (3,333,333 underlying) - Conversion
Common Stock
2019-10-16+1,666,666→ 4,999,999 total(indirect: See footnote) - Purchase
Common Stock
2019-10-16$20.00/sh+500,000$10,000,000→ 5,499,999 total(indirect: See footnote) - Conversion
Series B Preferred Stock
2019-10-16−1,666,666→ 0 total(indirect: See footnotes)→ Common Stock (1,666,666 underlying)
V-Sciences Investments Pte Ltd
10% Owner
Transactions
- Conversion
Common Stock
2019-10-16+3,333,333→ 3,333,333 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2019-10-16−3,333,333→ 0 total(indirect: See footnotes)→ Common Stock (3,333,333 underlying) - Purchase
Common Stock
2019-10-16$20.00/sh+500,000$10,000,000→ 5,499,999 total(indirect: See footnote) - Conversion
Series B Preferred Stock
2019-10-16−1,666,666→ 0 total(indirect: See footnotes)→ Common Stock (1,666,666 underlying) - Conversion
Common Stock
2019-10-16+1,666,666→ 4,999,999 total(indirect: See footnote)
Footnotes (6)
- [F1]The Series A-1 Preferred Stock of Vir Biotechnology, Inc. (the "Issuer") held of record by TLS Beta Pte. Ltd. ("TLS Beta") automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the initial public offering of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series A-1 Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series A-1 Preferred Stock, subject to adjustment and had no expiration date.
- [F2]The Series B Preferred Stock of the Issuer held of record by TLS Beta automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the initial public offering of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series B Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series B Preferred Stock, subject to adjustment and had no expiration date.
- [F3]Consists of 3,333,333 shares of Common Stock held of record by TLS Beta.
- [F4]Consists of 1,666,666 shares of Common Stock held of record by TLS Beta.
- [F5]Consists of 500,000 shares of Common Stock held of record by V-Sciences Investments Pte Ltd ("V-Sciences") which were purchased in the Issuer's initial public offering at a price of $20.00 per share. V-Sciences Investments Pte Ltd is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited. Temasek Life Sciences Private Limited ("TLS") is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). TLS, FMPL and Temasek may therefore be deemed to have or share beneficial ownership of the securities held by V-Sciences. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- [F6]TLS Beta is a direct wholly-owned subsidiary of TLS. TLS is a direct wholly-owned subsidiary of FMPL, which in turn is a direct wholly-owned subsidiary of Temasek. TLS, FMPL and Temasek may therefore be deemed to have or share beneficial ownership of the securities held by TLS Beta. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
Vir Biotechnology, Inc.
CIK 0001706431
Entity typeother
Related Parties
1- filerCIK 0001379350
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 4:16 PM ET
- Size
- 23.6 KB