Item 5. Other Information
Item 5. Other Information.
Director and Officer Trading Arrangements
A portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. 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.
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) except as follows:
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On June 10, 2024 , for estate and financial planning purposes, Marianne De Backer , M.Sc., Ph.D., MBA, our Chief Executive Officer , adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “De Backer Trading Plan”). The De Backer Trading Plan provides for a sale of 18,000 shares in a limit order, which order will be in effect from approximately September 11, 2024 to December 31, 2024 . The sales are intended to generate funds to satisfy Dr. De Backer’s tax obligation in connection with the vesting in April 2024 of shares pursuant to a restricted stock unit (“RSU”) award. Under the Company’s 10b5-1 plan guidelines, Dr. De Backer is prohibited from selling more than 50,000 shares in a single trading day. The De Backer Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the De Backer Trading Plan have been executed, or (ii) December 31, 2024.
On June 10, 2024 , for estate and financial planning purposes, Janet Napolitano , a member of our Board of Directors , adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “Napolitano Trading Plan”). The Napolitano Trading Plan provides for potential trading activity from approximately September 11, 2024 to August 31, 2025 , and includes both market and limit orders covering up to an aggregate of 23,806 shares of our common stock to be sold. Under the Company’s 10b5-1 plan guidelines, Ms. Napolitano is prohibited from selling more than 50,000 shares in a single trading day. The Napolitano Trading plan will expire upon the earlier of (i) the date all sales contemplated by the Napolitano Trading Plan have been executed, or (ii) August 31, 2025.
On June 15, 2024, the Company issued RSUs subject to mandatory sell-to-cover tax withholding arrangements to Ruju Bhatt Srivastava, M.D., the Company’s Executive Vice President, Program Leadership and Management.
Additionally, on April 22, 2024 , and May 21, 2024 , (each, an applicable “Adoption Date”), respectively, Dr. Srivastava and Mark Eisner , M.D., M.P.H., the Company’s Executive Vice President and Chief Medical Officer , each entered into a 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) of the Exchange Act) with respect to certain RSUs (the “Sell-to-Cover Instructions”). The Sell-to-Cover-Instructions provide for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amounts necessary to satisfy the Company’s applicable tax withholding obligation, which is based on the fair market value of the shares of the Company’s common stock subject to the RSUs that are settled on each applicable vesting date. The proceeds of any such sale will be delivered to the Company in satisfaction of such tax withholding obligations. The Sell-to-Cover Instructions are subject to applicable “cooling-off periods”, consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act. Each of Drs. Srivastava’s and Eisner’s Sell-to-Cover Instructions apply with respect to the first award of RSUs granted on or after their respective hire dates and any RSUs that may, from time to time following such date, be granted to them by the Company, other than any future granted RSUs which by the terms of the applicable award agreements require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions. The number of shares that will be sold under these RSU sell-to-cover tax withholding arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement.
Appointment of Certain Officers
On July 30, 2024, our Board of Directors appointed Dr. De Backer as principal financial officer and principal accounting officer of the Company.
Dr. De Backer’s biographical information is disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 25, 2023, and in the Company’s definitive proxy statement filed with the Commission on April 19, 2024, and such biographical information is incorporated herein by reference. There are no arrangements or understandings between Dr. De Backer and any other persons pursuant to which she was selected as the Company’s principal financial officer and principal accounting officer. There are no family relationships between Dr. De Backer and any director or executive officer of the Company. Dr. De Backer has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K . Dr. De Backer will not receive any adjustment to her compensation or any additional compensation in connection with performing the functions of principal financial officer and principal accounting officer of the Company.
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Item 6. Exhibits.
(a) Exhibits.
Exhibit
Number Description
3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39083), filed with the SEC on October 16, 2019).
3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39083), filed with the SEC on March 8, 2023).
31.1 Certification of Principal Executive Officer and Principal Financial 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.
32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
____________________________________________________________________
* The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VIR BIOTECHNOLOGY, INC.
Date: August 1, 2024
By: /s/ Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA
Chief Executive Officer and Director
(Principal Executive Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.