Sec Form 4 Filing - EVNIN LUKE @ 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
EVNIN LUKE
2. Issuer Name and Ticker or Trading Symbol
Oncorus, Inc. [ ONCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ONCORUS, INC., 50 HAMPSHIRE STREET, SUITE 401
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2020
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 1,525,346 A 1,641,169 I See footnote ( 2 ) ( 3 )
Common Stock 10/06/2020 C 700,449 A 2,341,618 I See footnote ( 2 ) ( 4 )
Common Stock 10/06/2020 P 151,225 A $ 15 2,492,843 I See footnote ( 2 ) ( 5 )
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 1,525,346 ( 1 ) ( 1 ) Common Stock 1,525,346 $ 0 0 I See footnote ( 2 ) ( 6 )
Series B Preferred Stock ( 1 ) 10/06/2020 C 700,449 ( 1 ) ( 1 ) Common Stock 700,449 $ 0 0 I See footnote ( 2 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EVNIN LUKE
C/O ONCORUS, INC.
50 HAMPSHIRE STREET, SUITE 401
CAMBRIDGE, MA02139
X X
Signatures
/s/ Jason Minio, Attorney-in-Fact 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 the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.
( 2 )The Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
( 3 )The shares are held as follows: 1,382,943 by MPM BioVentures 2014, L.P. ("BV 2014"), 92,239 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 50,164 by MPM Asset Management Investors BV2014 LLC ("AM BV2014") and 115,823 by MPM Asset Management LLC ("AM LLC"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. The Reporting Person is a member of BV LLC and AM LLC.
( 4 )The shares are held as follows: 2,018,001 by BV 2014, 134,595 by BV 2014(B), 73,199 by AM BV2014 and 115,823 by AM LLC.
( 5 )The shares are held as follows: 2,155,108 by BV 2014, 143,740 by BV 2014(B), 78,172 and 115,823 by AM LLC.
( 6 )The shares are held as follows: 1,382,943 by BV 2014, 92,239 by BV 2014(B) and 50,164 by AM BV2014.
( 7 )The shares are held as follows: 635,058 by BV 2014, 42,356 by BV 2014(B) and 23,035 by AM BV2014.

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