SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MPM BioVentures 2014, L.P.

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
Oncorus, Inc. [ ONCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	115,823	I	See footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,783,879	⁽³⁾	I	See footnote⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	775,975	⁽³⁾	I	See footnote⁽²⁾⁽⁵⁾
Warrant (right to buy)	⁽⁶⁾	03/31/2031	Common Stock	42,655	$1.21	I	See footnote⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, L.P.

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Foley Todd

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 (B), L.P.

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MPM Asset Management Investors BV2014 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 GP LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares are held by MPM Asset Management LLC ("AM LLC"). Luke Evnin and Anbsert Gadicke are the members of AM LLC.

2. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

3. Each share of Series A-1 Preferred and Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

4. The shares are held as follows: 1,382,943 by MPM BioVentures 2014, L.P. ("BV 2014"), 92,239 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 50,164 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 224,924 by MPM Sunstates Fund, L.P. ("MPM SunStates") and 33,609 by MPM Asset Management Investors Sunstates Fund LLC ("AM SunStates"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM SunStates Fund GP LLC and MPM SunStates GP Managing Member LLC ("SunStates GP") are the direct and indirect general partners of MPM SunStates. SunStates GP is the manager of AM SunStates. Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of BV LLC and Ansbert Gadicke is a member of SunStates GP.

5. The shares are held as follows: 635,058 by BV 2014, 42,356 by BV 2014(B), 23,035 by AM BV2014, 65,708 by MPM SunStates and 9,818 by AM SunStates.

6. Immediately exercisable.

7. The warrants are held as follows: 24,611 by BV 2014, 1,641 by BV 2014(B), 892 by AM BV2014, 13,495 by MPM SunStates and 2,016 by AM SunStates.

Remarks:

See Form 3 for MPM SunStates Fund, L.P for additional members of this joint filing

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P	10/01/2020
	/s/ Todd Foley	10/01/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P.	10/01/2020
	Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC	10/01/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	10/01/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC	10/01/2020
	/s/ Ansbert Gadicke, member of MPM Asset Management LLC	10/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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