Sec Form 4 Filing - Boundless Meadow Ltd @ 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
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)
SUITE 1518, TWO PACIFIC PLACE, 88 QUEENSWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2020
(Street)
HONG KONG, K300000
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 06/05/2020 S 360,000 ( 1 ) D $ 47 ( 1 ) 8,622,353 ( 2 ) D ( 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
Boundless Meadow Ltd
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Boyu Capital Fund III, L.P.
C/O MAPLES CORPORATE SERVICES LIMITED
BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9KYL-1104
X
Boyu Capital General Partner III, L.P.
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Boyu Capital General Partner III, Ltd.
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Boyu Capital Opportunities Master Fund
CAYMAN CORPORATE CENTRE
27 HOSPITAL ROAD, GEORGE TOWN
CAYMAN ISLANDS, E9KY1-9008
X
Boyu Capital Investment Management Ltd
SUITE 1501, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Boyu Capital Group Holdings Ltd.
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
XYXY Holdings Ltd.
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Tong Xiaomeng
SUITE 1518, TWO PACIFIC PLACE
88 QUEENSWAY
HONG KONG, K300000
X
Signatures
Boundless Meadow Limited By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital Fund III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital General Partner III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital General Partner III, Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital Opportunities Master Fund By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital Investment Management Limited By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Boyu Capital Group Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
XYXY Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 06/08/2020
Signature of Reporting Person Date
Xiaomeng TONG By: /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. 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. (i) Each of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd.,
( 4 )(continuation from footnote (3)) Boyu Capital Opportunities Master Fund, Boyu Capital Investment Management Limited, Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong may be deemed to beneficially own the securities held by Boundless Meadow Limited and disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, if any, and (ii) each of Boundless Meadow Limited, Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Investment Management Limited, Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong may be deemed to beneficially own the securities held by Boyu Capital Opportunities Master Fund and disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, if any.

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