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Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
−Removed: During the quarterly period covered by this report, on April 3, 2023 , the Company issued Marianne De Backer , the Company’s Chief Executive Officer , a restricted stock unit (“RSU”) agreement that included a mandatory sell-to-cover arrangement.
−Removed: This arrangement provides for the automatic sale of shares of the Company’s common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.
−Removed: The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.
−Removed: This arrangement constitutes a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
−Removed: None of our other directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
+Added: During the quarterly period covered by this report, none of our directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
(a) Exhibits.
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001-39083), filed with the SEC on March 8, 2023).
+Added: S eparation Agreement between Vir Biotechnology International GmbH and Johanna Fried l-Naderer, dated September 23, 2023.
+Added: O ther Tran sact ion for Advanced Research (OTAR) between the Company and the United States of America Department of Hea lth and Human Servic es, Administration for Strategic Prepared ness and Response, Biomedical Advanced Research and Development Authority , concerning Pre- exposure Prophyla c tic Monoc lonal Antibodies for the Prevention of In fluenza Illness and Medical Countermeasures for Other E merging Pathogens of Pandem ic Pot ential (Agreement No.
+Added: 75A50122C00081) , dated September 28, 2022.
+Added: Amendment No.
+Added: 1 to the Other Transaction for Advanced Research (OTAR) between the Company and the United States of America Department of Health and Human Services, Administration for Strategic Preparedness and Response, Biomedical Advanced Research and Development Authority, concerning Pre-exposure Prophylactic Monoclonal Antibodies for the Prevention of Influenza Illness and Medical Countermeasures for Other Emerging Pathogens of Pandemic Potential (Agreement No.
+Added: 75A50122C00081, Amendment No.
+Added: P00001), dated September 29, 2023.
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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____________________________________________________________________
+Added: + Indicates a management contract or compensatory plan or arrangement.
+Added: † Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
* The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C.
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VIR BIOTECHNOLOGY, INC.
−Removed: August 4, 2023
+Added: November 3, 2023
/s/ Marianne De Backer
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(Principal Executive Officer)
−Removed: August 4, 2023
+Added: November 3, 2023
Executive Vice President and Chief Financial Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.