Sec Form 4 Filing - Q-Ventures Program II (Co-Invest Holdings) Ltd. @ Vir Biotechnology, Inc. - 2019-10-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Q-Ventures Program II (Co-Invest Holdings) Ltd. 2. Issuer Name and Ticker or Trading Symbol Vir Biotechnology, Inc. [ VIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Holder (Last) (First) (Middle) 2221 WASHINGTON STREET, BUILDING 1,, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2019 (Street) NEWTON, MA02462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/16/2019 C 1,111,111 A $ 0 ( 2 ) 1,111,111 D ( 1 ) Common Stock 10/16/2019 C 555,555 A $ 0 ( 3 ) 1,666,666 D ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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-1 Converti ble Preferred Stock ( 2 ) 10/16/2019 C 1,111,111 ( 2 ) ( 2 ) Common Stock 1,111,111 $ 0 0 D ( 1 ) Series B Convertible Preferred Stock ( 3 ) 10/16/2019 C 555,555 ( 3 ) ( 3 ) Common Stock 555,555 $ 0 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Q-Ventures Program II (Co-Invest Holdings) Ltd. 2221 WASHINGTON STREET, BUILDING 1, SUITE 201 NEWTON, MA02462 Former 10% Holder Angella Frank G. 2221 WASHINGTON STREET, BUILDING 1 SUITE 201 NEWTON, MA02462 Former 10% Holder Quinn Christopher 2221 WASHINGTON STREET, BUILDING 1 SUITE 201 NEWTON, MA02462 Former 10% Holder Signatures /s/ Frank Angella as an authorized signatory of each Reporting Person 10/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are beneficially owned by Q-Ventures Program II (Co-Invest Holdings) Ltd. ("Q-Ventures"). Frank Angella and Christopher Quinn are the directors of Q-Ventures and have shared voting and investment power over the shares held by Q-Ventures and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his or its pecuniary interest therein. ( 2 )The Series A-1 Convertible Preferred Stock ("Series A") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the Issuer's public offering of Common Stock pursuant to the Issuer's registration statement under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on September 3, 2019, as amended on September 30, 2019 (the "IPO"). The Series A had no expiration date. ( 3 )The Series B Convertible Preferred Stock ("Series B") converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis upon the completion of the IPO. The Series B had no expiration 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).

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