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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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*
ARCH Venture Partners IX, LLC

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(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 X 10% Owner
Officer (give title below) Other (specify below)
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 11,666,665 A (1) 12,111,109 I See footnote(2)
Common Stock 10/16/2019 C 15,555,554 A (1) 15,555,554 I See footnote(3)
Common Stock 10/16/2019 P 1,000,000 A $20 1,000,000 I See footnote(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 (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 Convertible Preferred Stock (1) 10/16/2019 C 11,111,110 (1) (1) Common Stock 11,111,110 (1) 0 I See footnote(2)
Series A-1 Convertible Preferred Stock (1) 10/16/2019 C 13,333,332 (1) (1) Common Stock 13,333,332 (1) 0 I See footnote(3)
Series B Convertible Preferred Stock (1) 10/16/2019 C 555,555 (1) (1) Common Stock 555,555 (1) 0 I See footnote(2)
Series B Convertible Preferred Stock (1) 10/16/2019 C 2,222,222 (1) (1) Common Stock 2,222,222 (1) 0 I See footnote(3)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX, LLC

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Fund IX, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Fund IX Overage, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX Overage, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners IX, L.P.

(Last) (First) (Middle)
8755 W. HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the Issuer's Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
2. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH IX. As managing directors of GPLLC, each of Keith Crandell, Clinton Bybee and Robert Nelsen (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH IX. Each of GPLP,GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
3. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by ARCH Overage. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
4. These shares are directly held by GPLLC, and each of the ARCH Managing Directors may be deemed to beneficially own the shares held by GPLLC. Each of the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. Each of ARCH IX and ARCH Overage has a pecuniary interest in the shares held by GPLLC.
Remarks:
/s/ ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 10/18/2019
/s/ ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 10/18/2019
/s/ ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 10/18/2019
/s/ ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 10/18/2019
/s/ Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 10/18/2019
/s/ Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact 10/18/2019
/s/ ARCH Venture Partners IX, L.P. , By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 10/18/2019
** Signature of Reporting Person Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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