Sec Form 13G Filing - Globeways Holdings II Ltd filing for Allovir Inc. (ALVR) - 2020-08-13

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.

NAME OF REPORTING PERSON

Globeways Holdings Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,399,732⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,399,732⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,399,732⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

Includes 1,399,732 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held F2 MG Ltd. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Ltd.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

Globeways Holdings II Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

3,558,696⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,558,696⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,558,696⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.5%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

Includes 347,011 shares of Common Stock held by F2-TPO Investments, LLC, 411,685 shares of Common Stock held by F2 MC, LLC, and 2,800,000 shares of Common Stock held by F2 Capital I 2020, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by such entities. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings II Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Ltd.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

F2-TPO Investments, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

347,011⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

347,011⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

347,011⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

The reported securities are owned directly by F2-TPO Investments, LLC. Globeways Holdings II Ltd. is the appointed manager of F2-TPO Investments, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

F2 MG Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,399,732⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,399,732⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,399,732⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.1%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

The reported securities are owned directly by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of F2 MG Ltd. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Ltd.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

F2 MC, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

411,685⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

411,685⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

411,685⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.6%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

The reported securities are owned directly by F2 MC, LLC. Globeways Holdings II Ltd. is the appointed manager of F2 MC, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC, LLC.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

F2 Capital I 2020 LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,800,000⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,800,000⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,800,000⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.3%⁽²⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

The reported securities are owned directly by F2 Capital I 2020 LLC. Globeways Holdings II Ltd. is the appointed manager of F2 Capital I 2020 LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Capital I 2020 LLC.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

NAME OF REPORTING PERSON

Morana Jovan-Embiricos

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

30,197⁽¹⁾

SHARED VOTING POWER

18,379,398^(2)(3)(4)

SOLE DISPOSITIVE POWER

30,197⁽¹⁾

SHARED DISPOSITIVE POWER

18,379,398^(2)(3)(4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,409,595^(1)(2)(3)(4)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

28.3%⁽⁵⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Includes 30,197 shares of Common Stock directly held by Morana Jovan-Embiricos.

Includes 1,399,732 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held F2 MG Ltd. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Ltd.

Includes 347,011 shares of Common Stock held by F2-TPO Investments, LLC, 411,685 shares of Common Stock held by F2 MC, LLC, and 2,800,000 shares of Common Stock held by F2 Capital I 2020, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by such entities. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings II Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings II Ltd.

Includes 13,420,970 shares of Common Stock held by ElevateBio LLC. Dr. Jovan-Embiricos is a director of ElevateBio LLC. Dr. Jovan-Embiricos, David Hallal, Vikas Sinha and Ansbert Gadicke, members of the board of directors of ElevateBio LLC, may be deemed to have shared voting and investment power over the shares held of record by ElevateBio LLC.

Percentage based on 65,106,873 shares of Common Stock outstanding, as set forth in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on July 30, 2020, which gives effect to the additional 2,437,500 shares of common stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ overallotment option.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Names of Persons Filing

Address of Principal Business office or, if None, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

F2-TPO Investments, LLC directly owns 347,011 shares of Common Stock, which represents approximately 0.5% of the outstanding shares of Common Stock.

F2 MG Ltd. directly owns 1,399,732 shares of Common Stock, which represents approximately 2.1% of the outstanding shares of Common Stock.

F2 MC, LLC directly owns 411,685 shares of Common Stock, which represents approximately 0.6% of the outstanding shares of Common Stock.

F2 Capital I 2020 LLC directly owns 2,800,000 shares of Common Stock, which represents approximately 4.3% of the outstanding shares of Common Stock.

Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by shares of Common Stock F2 MG Ltd. Thus, Globeways Holdings Ltd. may be deemed to beneficially own 1,399,732 shares of Common Stock, which represents approximately 2.1% of the outstanding shares of Common Stock.

Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by shares of Common Stock held by F2-TPO Investments, LLC, F2 MC, LLC and F2 Capital I LLC. Thus, Globeways Holdings II Ltd. may be deemed to beneficially own 3,558,696 shares of Common Stock, which represents approximately 5.5% of the outstanding shares of Common Stock.

Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd. and Globeways Holdings II Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Ltd. and Globeways Holdings II Ltd. In addition, Dr. Embiricos directly holds 30,197 shares of Common Stock, and may be deemed to own 13,420,970 shares of Common Stock held by ElevateBio LLC, for which she serves as director. Thus, Dr. Embiricos may be deemed to beneficially own 18,379,398 shares of Common Stock, which represents approximately 28.3% of the outstanding shares of Common Stock.

Number of shares as to which such person has:

Reporting Person

F2-TPO Investments, LLC

F2 MG Ltd.

F2 MC, LLC

F2 Capital I 2020 LLC

Globeways Holdings Ltd.

Globeways Holdings II Ltd.

Morana Jovan-Embiricos

Sole power to vote or 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

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos

/s/ Morana Jovan-Embiricos