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^*

Yao Zhengbin

(Last)

(First)

(Middle)

C/O VIELA BIO, INC.,

ONE MEDIMMUNE WAY, FIRST FLOOR, AREA TWO

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019

3. Issuer Name and Ticker or Trading Symbol
Viela Bio, Inc. [ VIE ]

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

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

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	270,219	D⁽¹⁾
Common Stock	200,000	I	Held by Yao Irrevocable Trust⁽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)
Stock Option (right to buy)	⁽³⁾	05/10/2028	Common Stock	309,375	$2.84	D
Stock Option (right to buy)	⁽⁴⁾	08/25/2029	Common Stock	120,000	$15.84	D

Explanation of Responses:

1. Includes 164,797 shares of restricted stock subject to time-based vesting.

2. Dr. Yao's wife is the Trustee of the Yao Irrevocable Trust. Dr. Yao disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein, if any.

3. This option vested as to 25% of the shares on March 1, 2019 with the remainder vesting in equal installments every three months thereafter, beginning on June 1, 2019 and ending on March 1, 2022.

4. This option vests as to 25% of the shares on August 26, 2020 with the remainder vesting in equal installments every three months thereafter, beginning on November 26, 2020 and ending on August 26, 2023.

Remarks:

Exhibits 24.1 - Power of Attorney

	/s/ Allyson Wilkinson, Attorney-in-fact	10/02/2019
	** 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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