Sec Form 4 Filing - Tong Xiaomeng @ Viela Bio, Inc. - 2020-06-05

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
Tong Xiaomeng
2. Issuer Name and Ticker or Trading Symbol
Viela Bio, Inc. [ VIE]
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 BOYU CAPITAL ADVISORY CO. LTD, SUITE, 1518, TWO PACIFIC PLACE, 88 QUEENSWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2020
(Street)
HONG KONG
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 06/05/2020 S 360,000 ( 1 ) D $ 47 ( 1 ) 8,622,353 ( 2 ) I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tong Xiaomeng
C/O BOYU CAPITAL ADVISORY CO. LTD, SUITE
1518, TWO PACIFIC PLACE, 88 QUEENSWAY
HONG KONG
X X
Signatures
/s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an underwriting agreement dated May 27, 2020, and in connection with the registered public offering of 3,600,000 shares of common stock, par value $0.001 per share of the Issuer (the "Common Stock"), which offering was consummated on June 1, 2020 (the "Offering"), the underwriters of the Offering exercised their option to purchase additional shares of Common Stock from the selling shareholders of the Issuer (the "Overallotment Option"). In connection with the closing of the Overallotment Option on June 5, 2020, Boundless Meadow Limited sold 360,000 shares of Common Stock to the underwriters at a price of $47.00 per share. The per share sale price does not reflect underwriting discounts.
( 2 )8,322,353 shares of Common Stock are directly held by Boundless Meadow Limited and 300,000 shares of Common Stock are directly held by Boyu Capital Opportunities Master Fund.
( 3 )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. Boyu Capital Group Holdings Ltd. holds 100% of the outstanding shares of Boyu Capital General Partner III, Ltd. Boyu Capital Investment Management Limited holds 100% of management shares of Boyu Capital Opportunities Master Fund. Boyu Capital Group Holdings Ltd. holds 100% of the voting shares of Boyu Capital Investment Management Limited.
( 4 )(continuation from footnote (3)) XYXY Holdings Ltd. is the controlling shareholder of Boyu Capital Group Holdings Ltd. Mr. Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Mr. Tong indirectly controls Boundless Meadow Limited and Boyu Capital Opportunities Master Fund, and may be deemed to beneficially own the shares held by Boundless Meadow Limited and Boyu Capital Opportunities Master Fund. Mr. Tong disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

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