SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Abu Dhabi Investment Authority

(Last) (First) (Middle)
211 CORNICHE STREET
PO BOX 3600

(Street)
ABU DHABI C0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/16/2019 C 1,333,333 A (1) 1,333,333 D(2)
Common Stock 10/16/2019 C 1,333,333 A (1) 2,666,666 D(2)
Common Stock 10/16/2019 P 1,000,000 A $20 3,666,666 D(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 10/16/2019 C 1,333,333 (1) (1) Common Stock 1,333,333 $0 0 D
Series B Preferred Stock (1) 10/16/2019 C 1,333,333 (1) (1) Common Stock 1,333,333 $0 0 D
1. Name and Address of Reporting Person*
Abu Dhabi Investment Authority

(Last) (First) (Middle)
211 CORNICHE STREET
PO BOX 3600

(Street)
ABU DHABI C0

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum International Investment Holding RSC Ltd

(Last) (First) (Middle)
26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE
PO BOX 25642, AL MARYAH ISLAND

(Street)
ABU DHABI C0 NA

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Falcon B 2018 RSC Ltd

(Last) (First) (Middle)
26TH FLOOR, AL KHATEM TOWER, ADGM SQUARE
PO BOX 25642, AL MARYAH ISLAND

(Street)
ABU DHABI C0 NA

(City) (State) (Zip)
Explanation of Responses:
1. Upon closing of the issuer's initial public offering, the Series A-1 Preferred Stock and Series B Preferred Stock converted automatically into Common Stock on a 1-for-1 basis, without payment of further consideration. There was no expiration date for the Series A-1 Preferred Stock and Series B Preferred Stock. On September 27, 2019, prior to the closing of the issuer's initial public offering, the issuer effected a 1-for-4.5 reverse stock split of its Common Stock and Preferred Stock which is reflected in the numbers above.
2. Platinum Falcon B 2018 RSC Ltd. ("Platinum Falcon") directly holds the Common Stock. Platinum International Investment Holding RSC Limited ("Platinum Holdings") is the sole owner of Platinum Falcon, and the Abu Dhabi Investment Authority ("ADIA" and, together with Platinum Falcon and Platinum Holdings, the "Reporting Persons") is the sole owner of Platinum Holdings. Therefore, Platinum Holdings and ADIA may also be deemed to beneficially own the Common Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
As a result of the Issuer's initial public offering, the Reporting Persons are no longer 10% owners. This filing constitutes a Form 4 exit filing for the Reporting Persons as the Reporting Persons are no longer subject to Section 16 under the Exchange Act in connection with their beneficial ownership of shares of Common Stock or Preferred Stock of the Issuer.
/s/ Humaid Bin Butti Bin Humaid Bin Bishr AlMarri, Authorized Signatory of Abu Dhabi Investment Authority 10/18/2019
/s/ Hamad Shahwan Surour Shawan AlDhaheri, Authorized Signatory of Abu Dhabi Investment Authority 10/18/2019
/s/ Abdulla Humaid Ali Matar AlMazrouei, Authorized Signatory of Platinum International Investment Holding RSC Limited 10/18/2019
/s/ Mohamed Ahmed Darwish Karam AlQubaisi, Authorized Signatory of Platinum International Investment Holding RSC Limited 10/18/2019
/s/ Saif Surour Omair Maaded AlMashghouni, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. 10/18/2019
/s/ Ahmed Salem Abdulla Alneyadi, Authorized Signatory of Platinum Falcon B 2018 RSC Ltd. 10/18/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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