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*
Boundless Meadow Ltd

(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)
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)
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 10/07/2019 C 6,800,000 A (1) 6,800,000 D(3)
Common Stock 10/07/2019 C 1,882,353 A (1) 8,682,353(2) D(3)
Common Stock 10/07/2019 P 300,000(4) A $19 300,000 I Held by Boyu Capital Opportunities Master Fund(5)(6)
Common Stock 10/07/2019 S 36,091(7) D $22.1801 263,909 I Held by Boyu Capital Opportunities Master Fund(5)(6)
Common Stock 10/08/2019 P 36,091 A $21.826 300,000 I Held by Boyu Capital Opportunities Master Fund(5)(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 (8) (9) Common Stock 6,800,000 (1) 0 D(3)
Series A-3 Preferred Stock (1) 10/07/2019 C 1,882,353 (8) (9) Common Stock 1,882,353 (1) 0 D(3)
1. Name and Address of Reporting Person*
Boundless Meadow Ltd

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital Fund III, L.P.

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital General Partner III, L.P.

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital General Partner III, Ltd.

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital Opportunities Master Fund

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital Investment Management Ltd

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyu Capital Group Holdings Ltd.

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

(Street)
HONG KONG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
XYXY Holdings Ltd.

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

(Street)
HONG KONG

(City) (State) (Zip)
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)
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. This amendment is being filed 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 (the "Original Form 4").
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. 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. Each of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., 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.
4. Reflects shares purchased in the Issuer's initial public offering.
5. The Original Form 4 is also amended to reflect the inclusion of these securities as reported in Mr. Xiaomeng Tong's Form 4s filed on October 9, 2019 and October 10, 2019 respectively and the inclusion of Boyu Capital Fund III, L.P., Boyu Capital General Partner III, L.P., Boyu Capital General Partner III, Ltd., Boyu Capital Opportunities Master Fund, Boyu Capital Investment Management Limited, Boyu Capital Group Holdings Ltd., XYXY Holdings Ltd. and Mr. Xiaomeng Tong as additional reporting persons.
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. Xiaomeng Tong holds 100% of the outstanding shares of XYXY Holdings Ltd. Each of 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.
7. The sale of Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 36,091 shares, with the purchase of 36,091 shares of Issuer common stock at a price of $19 per share on the same date reported on the Mr. Xiaomeng Tong's Form 4 filed on October 10, 2019. Boyu Capital Opportunities Master Fund has agreed to pay to Issuer, upon settlement of the sale, $114,396.94274 representing the full amount of the profit realized in connection with the short-swing transaction less transaction costs.
8. 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.
9. Not applicable.
Boundless Meadow Limited By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital Fund III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital General Partner III, L.P. By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital General Partner III, Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital Opportunities Master Fund By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital Investment Management Limited By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Boyu Capital Group Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
XYXY Holdings Ltd. By: /s/ Xiao WANG, as Attorney-in-Fact 10/25/2019
Xiaomeng TONG By: /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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these present, that the undersigned hereby constitutes and appoints each of Jin Wang and Xiao Wang of Wilson Sonsini Goodrich & Rosati, signing singly, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)           execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;

 

(2)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of Company, forms and authentication documents for EDGAR Filing Access;

 

(3)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

 

(4)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively, the “Exchange Act”);

 

(5)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, prepare, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

(6)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with

 


 

such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms and execute authentication documents with respect to the undersigned’s EDGAR Filing Access or to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[Signature page follows]

 

2


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

 

 

Boyu Capital Investment Management Limited

 

 

 

 

Signature:

/s/ Yong Leong Chu, Director

 

 

 

 

Name:

Yong Leong Chu

 

 

 

 

Date:

October 8, 2019

 

[Signature Page to Power of Attorney]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.

 

 

Boyu Capital Opportunities Master Fund

 

 

 

 

Signature:

/s/ Vincent Fok, Director

 

 

 

Name:

Vincent Fok

 

 

 

 

Date:

October 8, 2019

 

[Signature Page to Power of Attorney]