Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
13 Fevereiro 2024 - 7:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Vir
Biotechnology, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
92764N102
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 92764N102 |
Schedule
13G |
Page
1 of 7 |
1 |
Names
of Reporting Persons
SVF
Endurance (Cayman) Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
3 |
SEC
Use Only
|
4 |
Citizenship
or Place of Organization
Cayman
Islands |
Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
16,684,041 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
16,684,041 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,684,041 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
12.4% |
12 |
Type
of Reporting Person
CO |
CUSIP
No. 92764N102 |
Schedule
13G |
Page
2 of 7 |
1 |
Names
of Reporting Persons
SoftBank
Vision Fund (AIV M1) L.P. |
2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
3 |
SEC
Use Only
|
4 |
Citizenship
or Place of Organization
Delaware |
Number of Shares
Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
16,684,041 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
16,684,041 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,684,041 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
12.4% |
12 |
Type
of Reporting Person
PN |
CUSIP
No. 92764N102 |
Schedule
13G |
Page
3 of 7 |
1 |
Names
of Reporting Persons
SB
Investment Advisers (UK) Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
3 |
SEC
Use Only
|
4 |
Citizenship
or Place of Organization
England
and Wales |
Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
16,684,041 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
16,684,041 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,684,041 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
12.4% |
12 |
Type
of Reporting Person
CO |
CUSIP
No. 92764N102 |
Schedule
13G |
Page
4 of 7 |
ITEM
1. |
(a) |
Name
of Issuer: |
Vir
Biotechnology, Inc. (the “Issuer”).
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
1800
Owens Street, Suite 900, San Francisco, CA 94158
ITEM
2. |
(a) |
Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
SVF
Endurance (Cayman) Limited
SoftBank
Vision Fund (AIV M1) L.P. (“SVF”)
SB
Investment Advisers (UK) Limited (“SBIA UK”)
|
(b) |
Address
or Principal Business Office: |
The
principal business address of SVF Endurance (Cayman) Limited is c/o Walkers Corporate Ltd., 190 Elgin Avenue, George Town, Grand Cayman
KY1-9008, Cayman Islands. The principal business address of SVF is 251 Little Falls Drive Wilmington, DE 19808. The principal business
address of SBIA UK is 69 Grosvenor Street, London, W1K 3JP, United Kingdom.
|
(c) |
Citizenship
of each Reporting Person is: |
SVF
Endurance (Cayman) Limited is organized under the laws of the Cayman Islands. SVF is organized under the laws of the State of Delaware.
SBIA UK is organized under the laws of England and Wales.
|
(d) |
Title
of Class of Securities: |
Common
stock, par value $0.0001 per share (“Common Stock”).
92764N102
Not
applicable.
CUSIP
No. 92764N102 |
Schedule
13G |
Page
5 of 7 |
(a-c)
The
ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2023, based upon
134,521,285 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 3, 2023.
Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition of: | |
SVF Endurance
(Cayman) Limited | |
| 16,684,041 | | |
| 12.4 | % | |
| 0 | | |
| 16,684,041 | | |
| 0 | | |
| 16,684,041 | |
SoftBank Vision Fund (AIV
M1) L.P. | |
| 16,684,041 | | |
| 12.4 | % | |
| 0 | | |
| 16,684,041 | | |
| 0 | | |
| 16,684,041 | |
SB Investment Advisers (UK)
Limited | |
| 16,684,041 | | |
| 12.4 | % | |
| 0 | | |
| 16,684,041 | | |
| 0 | | |
| 16,684,041 | |
SVF
Endurance (Cayman) Limited is the record holder of the shares of Common Stock reported herein. SVF is the sole owner of SVF Endurance
(Cayman) Limited.
SBIA
UK has been appointed as alternative investment fund manager (“AIFM”) of SVF. SBIA UK is authorized and regulated by the
UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing
and disposal of SVF’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial
ownership of the securities reported herein.
ITEM
5. |
Ownership
of Five Percent or Less of a Class. |
Not
applicable.
ITEM
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
ITEM
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not
applicable.
ITEM
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
ITEM
9. |
Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
CUSIP
No. 92764N102 |
Schedule
13G |
Page
6 of 7 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 13, 2024
|
SVF
Endurance (Cayman) Limited |
|
|
|
By: |
/s/
Karen Ellerbe |
|
Name: |
Karen
Ellerbe |
|
Title:
|
Director |
|
|
|
SoftBank
Vision Fund (AIV M1) L.P. |
|
|
|
By:
|
SB
Investment Advisers (UK) Limited, its manager |
|
|
|
By: |
/s/
Amanda Sanchez-Barry |
|
Name: |
Amanda
Sanchez-Barry |
|
Title:
|
General
Counsel |
|
|
|
SB
Investment Advisers (UK) Limited |
|
|
|
By: |
/s/
Amanda Sanchez-Barry |
|
Name: |
Amanda
Sanchez-Barry |
|
Title:
|
General
Counsel |
CUSIP
No. 92764N102 |
Schedule
13G |
Page
7 of 7 |
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