Sec Form 13D Filing - Boundless Meadow Ltd filing for Viela Bio Inc. (VIE) - 2019-10-17

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

(1)         Representing 8,682,353 shares of common stock directly held by Boundless Meadow Limited.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the initial public offering (the “IPO”) of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Representing 8,682,353 shares of common stock directly held by Boundless Meadow Limited.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Representing 8,682,353 shares of common stock directly held by Boundless Meadow Limited.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Representing 8,682,353 shares of common stock directly held by Boundless Meadow Limited.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Representing 300,000 shares of common stock directly held by Boyu Capital Opportunities Master Fund.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Representing 300,000 shares of common stock directly held by Boyu Capital Opportunities Master Fund.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Consists of (i) 8,682,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Consists of (i) 8,682,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of  the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the und erwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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(1)         Consists of (i) 8,682,353 shares of common stock directly held by Boundless Meadow Limited and (ii) 300,000 common stock directly held by Boyu Capital Opportunities Master Fund.

(2)         Percentage calculated based on 50,852,743 shares of common stock, being the common stock outstanding as of the completion of the IPO of the Issuer (including 1,185,000 shares of common stock issued pursuant to the underwriters’ option to purchase additional shares) as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on October 4, 2019.

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Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Viela Bio, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at One MedImmune Way, First Floor, Area Two, Gaithersburg, Maryland 20878. The Common Stock are listed on The Nasdaq Global Select Market under the symbol “VIE.”

Item 2. Identity and Background.

(a) and (f) This Schedule 13D is being filed by Boundless Meadow Limited (“Boundless Meadow”), Boyu Capital Fund III, L.P. (“BCF III”), Boyu Capital General Partner III, L.P. (“BCGP III LP”), Boyu Capital General Partner III, Ltd. (“BCGP III Ltd”), Boyu Capital Opportunities Master Fund (“BCOMF”), Boyu Capital Investment Management Ltd. (“BCIM”), Boyu Capital Group Holdings Ltd. (“BCGH”), XYXY Holdings Ltd. (“XYXY Holdings”) and Xiaomeng Tong (“Mr. Tong”, together with Boundless Meadow, BCF III, BCGP III LP, BCGP III Ltd, BCOMF, BCIM, BCGH and XYXY Holdings, the “Reporting Persons”). Boundless Meadow is an exempted company incorporated under the laws of the Cayman Islands. BCF III, a limited partnership organized under the laws of the Cayman Islands, holds 100% of the outstanding shares of Boundless Meadow. BCGP III LP, a limited partnership organized under the laws of the Cayman Islands, is the general partner of BCF III. BCGP III Ltd, an exempted company incorporated under the laws of the Cayman Islands, is the general partner of BCGP III LP. BCGH, an exempted company incorporated under the laws of the Cayman Islands, holds 100% of the outstanding shares of BCGP III Ltd. BCOMF is an exempted company incorporated under the laws of the Cayman Islands. BCIM, an exempted company incorporated under the laws of the Cayman Islands, holds 100% of the management shares of BCOMF. BCGH holds 100% of the voting shares of BCIM. XYXY Holdings, a company incorporated in the British Virgin Islands, is the controlling shareholder of BCGH. Mr. Tong, a Hong Kong permanent resident, holds 100% of the outstanding shares in XYXY Holdings. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the U.S. Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

(b) The address of the principal business and principal office of each of Boundless Meadow, BCF III, BCGP III LP, BCGP III Ltd, BCIM and BCGH is PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands. The address of the principal business and principal office of BCOMF is 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. The address of the principal business and principal office of XYXY Holdings is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The address of the principal business and principal office of Mr. Tong is Suite 1518, Two Pacific Place, 88 Queensway, Hong Kong. The name, business address, present principal occupation or employment and citizenship of the general partners of each of BCF III and BCGP III LP and the directors and executive officers of the other Reporting Persons as of the date hereof are set forth on Schedule I.

(c) The principal business of Boundless Meadow is investment holding. The principal business of BCF III is making investment mainly in private equity. The principal business of BCGP III LP is acting as general partner of BCF III. The principal business of BCGP III Ltd is acting as general partner of BCGP III LP. The principal business of BCOMF is making investments mainly in public securities. The principal business of BCIM is acting as the management member of BCOMF. The principal business of BCGH is acting as a holding company. The principal business of XYXY Holdings is investment holding. The principal business of Mr. Tong is acting as managing partner of Boyu Capital.

(d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, directors or executive officers named on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, directors or executive officers named on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The funds used by the Reporting Persons to acquire beneficial ownership of the Company’s Common Stock were furnished from equity capital contribution by the members or investors.

6,800,000 shares of Common Stock held by Boundless Meadow were issued immediately prior to the IPO upon the automatic conversion of the Company’s series A-2 preferred stocks, $0.001 par value per share (the “Series A-2 Preferred Stock”), on a 1-for-1 basis.  Boundless Meadow purchased an aggregate of 6,800,000 shares of Series A-2 Preferred Sto ck at a price of $10.00 per share from the Company pursuant to a Series A Preferred Stock Purchase Agreement.

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1,882,353 shares of Common Stock held by Boundless Meadow were issued immediately prior to the IPO upon the automatic conversion of the Company’s series A-3 preferred stocks, $0.001 par value per share (the “Series A-3 Preferred Stock”), on a 1-for-1 basis.  Boundless Meadow purchased an aggregate of 1,882,353 shares of Series A-3 Preferred Stock at a price of $17.00 per share from the Company pursuant to a Series A Preferred Stock Purchase Agreement.

300,000 shares of Common Stock held by BCOMF were purchased in connection with the Company’s IPO at $19.00 per share on October 7, 2019.

36,091 shares of Common Stock were disposed by BCOMF at $22.1801 per share on October 7, 2019 and 36,091 shares of Common Stock were purchased by BCOMF at $21.826 on October 8, 2019 on the open market.

Item 4. Purpose of Transaction.

Each of the acquisitions by Boundless Meadow and BCOMF of the Common Stock as described herein was effected because of the belief that the shares of Common Stock represent an attractive investment. Boundless Meadow and BCOMF beneficially owns, and the other Reporting Persons, as applicable, may be deemed to beneficially own, the Common Stock as an investment. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Common Stock or engage in discussions with the Company concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise. The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of the Company’s capital stock, subsequent developments affecting the Company, the Company’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Company.

Mr. Tong serves as a member of the Company’s board of directors. Immediately prior to the IPO, Mr. Tong was appointed as a Class I director to serve until the Company’s 2020 annual meeting of stockholders, or until his successor has been elected and qualified or until the earlier of his death, resignation or removal.

Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer.

(a)-(b) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Common Stock that are beneficially owned by each Reporting Person as of the date hereof. See Items 7 through 10 of the cover pages to this Schedule 13D for the number of Common Stock that are beneficially owned by each Reporting Person as of the date hereof as to whether there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that (i) any of BCF III, BCGP III LP, BCGP III Ltd, BCGH, XYXY Holdings and Mr. Tong is the beneficial owner of any of the Common Stock beneficially owned by Boundless Meadow, or (ii) any of BCIM, BCGH, XYXY Holdings and Mr. Tong is the beneficial owner of any of the Common Stock beneficially owned by BCOMF, each for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as disclosed elsewhere in this statement, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, directors or executive officers named on Schedule I hereto, has effected any transactions in the Common Stock in the last 60 days.

(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

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The Series A Preferred Stock Purchase Agreement is described in Item 3 above, such summaries being incorporated in this Item 6 by reference.

Amended and Restated Investors’ Rights Agreement

Boundless Meadow is a party to an investors’ rights agreement, as amended, with the Company and certain other holders of the Company’s capital stock. Under the investors’ rights agreement, certain holders of the Company’s capital stock will have the registration rights to demand the Company to file a registration statement or request that such holders’ shares be covered by a registration statement that the Company is otherwise filing, subject, in each case, to certain exceptions, including the registration statement for the IPO and these holders shall not exercise their registration rights during the lock-up period for the IPO. The registration rights will terminate upon the earliest to occur of the closing of certain liquidation events, such time when all of the holder’s registrable securities may be sold without limitation (and without the requirement for the Company to be in compliance with the current public information requirement) under Rule 144 of the Securities Act and the fifth anniversary of the closing date of the IPO.

Lock-up Agreement

In connection with the IPO, each of Boundless Meadow and Mr. Tong entered into a lock-up agreement (the “Lock-up Agreement”). Pursuant to the terms of the Lock-up Agreement, each of Boundless Meadow and Mr. Tong agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any shares of the Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from the date of the Lock-up Agreement continuing through the date 180 days after the date set forth on the final prospectus filed with the Securities and Exchange Commission, except with the prior written consent of the representatives of the underwriters, and certain other exceptions.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company.

Item 7. Materials to be Filed as Exhibits.

*Filed herewith

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 17, 2019

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 17, 2019

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 17, 2019

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 17, 2019

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SCHEDULE I

Set forth below is the name, business address, present principal occupation or employment and citizenship of the general partners of each of BCF III and BCGP III LP and the directors and executive officers of the other Reporting Persons as of the date hereof.

The following is a list of the executive officers and directors of Boundless Meadow:

The following is the general partner of BCF III:

The following is the general partner of BCGP III LP:

The following is a list of the executive officers and directors of BCGP III Ltd:

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The following is a list of the executive officers and directors of BCOMF:

The following is a list of the executive officers and directors of BCIM:

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The following is a list of the executive officers and directors of BCGH:

The following is a list of the executive officers and directors of XYXY Holdings:

The following is the information of Mr. Tong:

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