Sec Form 4 Filing - SVF Endurance (Cayman) Ltd @ Vir Biotechnology, Inc. - 2019-10-16

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
SVF Endurance (Cayman) Ltd
2. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR]
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)
C/O WALKERS CORP LTD CAYMAN CORP CENTRE, 27 HOSPITAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/16/2019
(Street)
GEORGETOWN, GRAND CAYMAN, E9KY1-9008
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, par value $0.0001 per share 10/16/2019 C 21,666,666 A 21,666,666 I See footnote ( 2 ) ( 3 )
Common Stock, par value $0.0001 per share 10/16/2019 P 950,000 A $ 20 22,616,666 I See footnote ( 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
Se ries A-1 Convertible Preferred Stock ( 1 ) 10/16/2019 C 15,555,555 ( 1 ) ( 1 ) Common Stock 15,555,555 $ 0 0 I See footnote ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 10/16/2019 C 6,111,111 ( 1 ) ( 1 ) Common Stock 6,111,111 $ 0 0 I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVF Endurance (Cayman) Ltd
C/O WALKERS CORP LTD CAYMAN CORP CENTRE
27 HOSPITAL ROAD
GEORGETOWN, GRAND CAYMAN, E9KY1-9008
X
SB INVESTMENT ADVISERS (UK) LTD
69 GROSVENOR STREET
LONDON, X0W1K 3JW
X
SOFTBANK VISION FUND (AIV M1) L.P.
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
Signatures
/s/ Karen Ellerbe, Director of SVF Endurance (Cayman) Limited 10/16/2019
Signature of Reporting Person Date
/s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited, manager of SoftBank Vision Fund (AIV M1) L.P. 10/16/2019
Signature of Reporting Person Date
/s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited 10/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock each converted into Vir Biotechnology, Inc. common stock on a one-to-one basis and had no expiration date.
( 2 )Represents securities held directly by SVF Endurance (Cayman) Limited. SVF Endurance (Cayman) Limited is a wholly-owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. ("SVF"). SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SVF in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF's investments.
( 3 )(continued from footnote 2) SBIA UK is wholly owned by SoftBank Group Corp. 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 that any reporting person is the beneficial owner of such shares for purposes of the Securities Exchange Act of 1934 or for any other purpose.

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