Sec Form 4 Filing - UBS Oncology Impact Fund L.P. @ Oncorus, Inc. - 2020-10-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
UBS Oncology Impact Fund L.P.
2. Issuer Name and Ticker or Trading Symbol
Oncorus, Inc. [ ONCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
UBS TRUSTEES (CAYMAN) LTD, 5TH FL CAYMAN CORP CENTER 27 HOSPITAL
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2020
(Street)
GEORGE TOWN, E9KY1-1106
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/06/2020 C 1,525,348 A 1,525,348 D ( 2 ) ( 3 )
Common Stock 10/06/2020 C 700,453 A 2,225,801 D ( 2 ) ( 3 )
Common Stock 10/06/2020 P 151,224 A $ 15 2,377,025 D ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock ( 1 ) 10/06/2020 C 1,525,348 ( 1 ) ( 1 ) Common Stock 1,525,348 $ 0 0 D ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 10/06/2020 C 700,453 ( 1 ) ( 1 ) Common Stock 700,453 $ 0 0 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UBS Oncology Impact Fund L.P.
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL
GEORGE TOWN, E9KY1-1106
X
Oncology Impact Fund (Cayman) Management L.P.
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL
GEORGE TOWN, E9KY1-1106
X
MPM Oncology Impact Management GP LLC
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM Oncology Impact Management LP
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET
CAMBRIDGE, MA02142
X
Signatures
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P 10/08/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P. 10/08/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC 10/08/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP 10/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-1 Preferred and Series B Preferred Stock automatically converted into shares of Common Stock upon the closing of theIssuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.
( 2 )The reported securities are held in the account of UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing member of Oncology GP LLC.
( 3 )The Reporting Persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

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