Sec Form 3/A Filing - Boundless Meadow Ltd @ Viela Bio, Inc. - 2019-10-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
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
Boundless Meadow Ltd
2. Issuer Name and Ticker or Trading Symbol
Viela Bio, Inc. [ VIE]
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 BOYU CAPITAL ADVISORY CO. LIMITED,, SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2019
(Street)
HONG KONG
4. If Amendment, Date Original Filed (MM/DD/YY)
10/02/2019
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
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-2 Preferred Stock ( 1 ) ( 4 ) ( 2 ) ( 3 ) Common Stock 6,800,000 D ( 5 ) ( 6 )
Series A-3 Preferred Stock ( 1 ) ( 4 ) ( 2 ) ( 3 ) Common Stock 1,882,353 D ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boundless Meadow Ltd
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Boyu Capital Fund III, L.P.
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Boyu Capital General Partner III, L.P.
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Boyu Capital General Partner III, Ltd.
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Boyu Capital Group Holdings Ltd.
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
XYXY Holdings Ltd.
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Tong Xiaomeng
C/O BOYU CAPITAL ADVISORY CO. LIMITED,
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY
HONG KONG
X
Signatures
Boundless Meadow Limited By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Boyu Capital Fund III, L.P. By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Boyu Capital General Partner III, L.P. By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Boyu Capital General Partner III, Ltd. By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Boyu Capital Group Holdings Ltd. By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
XYXY Holdings Ltd. By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Xiaomeng TONG By: /s/ Xiao Wang, as Attorney-in-Fact 10/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amendment is being filed solely to include Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong as additional reporting persons (together with Boundless Meadow Limited, collectively, the "Reporting Persons") to the Form 3 filed by Boundless Meadow Limited on October 2, 2019. The Reporting Persons are re-reporting the transactions reported on October 2, 2019.
( 2 )The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.
( 3 )Not applicable.
( 4 )The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.
( 5 )The securities reported herein are owned by Boundless Meadow Limited. Each of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong may be deemed to beneficially own the securities reported herein. Boundless Meadow Limited is wholly owned by Boyu Capital Fund III, L.P. Boyu Capital General Partner III, L.P. is the general partner of Boyu Capital Fund III, L.P. Boyu Capital General Partner III, Ltd. is the general partner of Boyu Capital General Partner III, L.P.
( 6 )(Continued from footnote (5)) Boyu Capital Group Holdings Ltd. holds 100% of the outstanding shares of Boyu Capital General Partner III, Ltd. XYXY Holdings Ltd. is the controlling shareholder of Boyu Capital Group Holdings Ltd. Mr. Xiaomeng Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Each of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

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