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*
EVNIN LUKE

(Last) (First) (Middle)
C/O ONCORUS, INC.
50 HAMPSHIRE STREET, SUITE 401

(Street)
CAMBRIDGE MA 02139

(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)
X 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)
X Form filed by One Reporting Person
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (3) (3) Common Stock 1,525,346 (3) I See footnote(2)(4)
Series B Preferred Stock (3) (3) Common Stock 700,449 (3) I See footnote(2)(5)
Warrant (right to buy) (6) 03/31/2031 Common Stock 27,144 1.21 I See footnote(2)(7)
Explanation of Responses:
1. The shares are held by MPM Asset Management LLC ("AM LLC"). Reporting Person is a member of AM LLC.
2. The 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)") and 50,164 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"). 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. The Reporting Person is a member of BV LLC.
5. The shares are held as follows: 635,058 by BV 2014, 42,356 by BV 2014(B) and 23,035 by AM BV2014.
6. Immediately exercisable.
7. The warrants are held as follows: 24,611 by BV 2014, 1,641 by BV 2014(B) and 892 by AM BV2014.
Remarks:
Exhibit List -Exhibit 24 - Power of Attorney
/s/ Jason Minio, Attorney-in-Fact 10/01/2020
** Signature of Reporting Person 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Theodore (Ted) Ashburn, M.D., Ph.D. and John McCabe of Oncorus, Inc.,
and Marc Recht, Courtney T. Thorne, Lily Colahan and Jason Minio of Cooley LLP,
with full power of substitution, signing individually, the undersigned's true
and lawful attorneys-in fact and agents to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of Oncorus, Inc., Forms 3, 4, and 5 (including any
amendments thereto), relating to the securities of Oncorus, Inc., in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder and a Form ID, Uniform Application for
Access Codes to File on EDGAR;

(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to execute such Forms 3, 4, or 5, or Form ID
(including any amendments thereto) and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is Oncorus, Inc. assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by Oncorus, Inc., (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by Oncorus, Inc.
or Cooley LLP.

The undersigned has caused this Power of Attorney to be executed as of September
11, 2020.

/s/ Luke Evnin
Luke Evnin