SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019
3. Issuer Name and Ticker or Trading Symbol
Viela Bio, Inc. [ VIE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/02/2019
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Preferred Stock(1) (2) (3) Common Stock 6,800,000 (4) D(5)(6)
Series A-3 Preferred Stock(1) (2) (3) Common Stock 1,882,353 (4) D(5)(6)
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 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. This amendment is being filed solely to include 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 as additional reporting persons (together with Boundless Meadow Limited, collectively, the "Reporting Persons") to the Form 3 filed by Boundless Meadow Limited on October 2, 2019. The Reporting Persons are re-reporting the transactions reported on October 2, 2019.
2. The shares of preferred stock will automatically convert 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.
3. Not applicable.
4. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.
5. The securities reported herein are owned by Boundless Meadow Limited. 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 reported herein. 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.
6. (Continued from footnote (5)) 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 disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.
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 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 5 (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 Fund III, L.P.

 

 

 

Signature:

/s/ Yong Leong Chu, Authorized Signatory

 

Name:

Yong Leong Chu

 

Date:

October 3, 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 General Partner III, L.P.

 

 

 

Signature:

/s/ Yong Leong Chu, Authorized Signatory

 

Name:

Yong Leong Chu

 

Date:

October 3, 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 General Partner III, Ltd.

 

 

 

Signature:

/s/ Yong Leong Chu, Authorized Signatory

 

Name:

Yong Leong Chu

 

Date:

October 3, 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 Group Holdings Ltd.

 

 

 

Signature:

/s/ Yong Leong Chu, Authorized Signatory

 

Name:

Yong Leong Chu

 

Date:

October 3, 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.

 

 

XYXY Holdings Ltd.

 

 

 

Signature:

/s/ Yong Leong Chu, Authorized Signatory

 

Name:

Yong Leong Chu

 

Date:

October 3, 2019

 

[Signature Page to Power of Attorney]