4/A//SEC Filing
Boundless Meadow Ltd 4/A
Accession 0001104659-19-056278
CIK 0001734517other
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 6:25 AM ET
Size
53.0 KB
Accession
0001104659-19-056278
Insider Transaction Report
Form 4/AAmended
Boundless Meadow Ltd
10% Owner
Transactions
- Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund)
Transactions
- Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying)
Transactions
- Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying)
XYXY Holdings Ltd.
10% Owner
Transactions
- Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying)
Boyu Capital Fund III, L.P.
10% Owner
Transactions
- Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund)
Transactions
- Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying)
Transactions
- Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying) - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund)
Boyu Capital Group Holdings Ltd.
10% Owner
Transactions
- Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying)
Tong Xiaomeng
Director10% Owner
Transactions
- Conversion
Common Stock
2019-10-07+6,800,000→ 6,800,000 total - Conversion
Common Stock
2019-10-07+1,882,353→ 8,682,353 total - Purchase
Common Stock
2019-10-07$19.00/sh+300,000$5,700,000→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Sale
Common Stock
2019-10-07$22.18/sh−36,091$800,502→ 263,909 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Purchase
Common Stock
2019-10-08$21.83/sh+36,091$787,722→ 300,000 total(indirect: Held by Boyu Capital Opportunities Master Fund) - Conversion
Series A-2 Preferred Stock
2019-10-07−6,800,000→ 0 total→ Common Stock (6,800,000 underlying) - Conversion
Series A-3 Preferred Stock
2019-10-07−1,882,353→ 0 total→ Common Stock (1,882,353 underlying)
Footnotes (9)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]Reflects shares purchased in the Issuer's initial public offering.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Not applicable.
Documents
Issuer
Viela Bio, Inc.
CIK 0001734517
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001789668
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 6:25 AM ET
- Size
- 53.0 KB