SEC FORM 4/A 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*
Tong Xiaomeng

(Last) (First) (Middle)
C/O BOYU CAPITAL ADVISORY CO. LIMITED
SUITE 1518, TWO PACIFIC PL, 88 QUEENSWAY

(Street)
HONG KONG

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/09/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 10/07/2019 C 6,800,000 A (1) 6,800,000 I Held by Boundless Meadow Limited(2)
Common Stock 10/07/2019 C 1,882,353 A (1) 8,682,353(7) I Held by Boundless Meadow Limited(2)
Common Stock 10/07/2019 P 300,000(5) A $19 300,000 I Held by Boyu Capital Opportunities Master Fund(6)
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-2 Preferred Stock (1) 10/07/2019 C 6,800,000 (3) (4) Common Stock 6,800,000 (1) 0 I Held by Boundless Meadow Limited(2)
Series A-3 Preferred Stock (1) 10/07/2019 C 1,882,353 (3) (4) Common Stock 1,882,353 (1) 0 I Held by Boundless Meadow Limited(2)
Explanation of Responses:
1. The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-1 basis.
2. The shares are directly held by Boundless Meadow Limited. 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. 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 may be deemed to beneficially own the shares held by Boundless Meadow Limited. Mr. Tong disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
3. The shares of preferred stock were convertible 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
4. Not applicable.
5. Reflects shares purchased in the Issuer's initial public offering.
6. The shares are directly held by Boyu Capital Opportunities Master Fund. 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. Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Mr. Tong indirectly controls Boyu Capital Opportunities Master Fund and may be deemed to beneficially own the shares held by Boyu Capital Opportunities Master Fund. Mr. Tong disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
7. This amendment is being filed solely to correct a mathematical error in the amount of shares beneficially owned following the reported transactions as reflected in the Form 4 filed on October 9, 2019.
/s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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