Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:56PM
Edgar (US Regulatory)
| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| |
| SCHEDULE
13G*/ |
| (Rule
13d-102) |
| |
Under the
Securities Exchange Act of 1934
(Amendment No. 1)* |
| |
|
Oncorus,
Inc. |
| (Name
of Issuer) |
| |
|
Common
stock, par value $0.0001 per share |
| (Title
of Class of Securities) |
| |
| |
|
68236R103
|
| (CUSIP
Number) |
| |
| |
|
December 31, 2020
|
| Date
of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
x 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 disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP No. 68236R103 |
13G/A |
Page
2
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Citadel Advisors LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,852,324 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%1
|
|
12.
|
TYPE OF REPORTING PERSON
IA; OO; HC
|
| |
|
|
|
|
1 |
The percentages reported in this Schedule 13G/A are based upon
22,615,994
shares of common stock outstanding as of November 6, 2020
(according to the issuer’s Form 10-Q as filed with the Securities
and Exchange Commission on November 12, 2020). |
|
CUSIP No. 68236R103 |
13G/A |
Page
3
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,852,324 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
|
|
12.
|
TYPE OF REPORTING PERSON
PN; HC
|
| |
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
4
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Citadel GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,852,324 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
|
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
|
| |
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
5
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Citadel Securities LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,031 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
|
|
12.
|
TYPE OF REPORTING PERSON
BD, OO
|
| |
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
6
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
CALC IV LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
27,013 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12.
|
TYPE OF REPORTING PERSON
PN; HC
|
|
|
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
7
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Citadel Securities GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
27,013 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12.
|
TYPE OF REPORTING PERSON
OO; HC
|
|
|
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
8
of 14 Pages |
|
1.
|
NAME OF REPORTING PERSON
Kenneth Griffin
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,879,337 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
|
|
12.
|
TYPE OF REPORTING PERSON
IN; HC
|
|
|
|
|
|
|
CUSIP No. 68236R103 |
13G/A |
Page
9
of 14 Pages |
| Item 1(a) |
Name of Issuer |
| |
Oncorus, Inc. |
| Item 1(b) |
Address
of Issuer’s Principal Executive Offices |
| |
50 Hampshire Street, Suite 401, Cambridge, Massachusetts
02139 |
| Item
2(a) |
Name
of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC
(“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel
GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC
IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth
Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel
Securities, CALC4 and CSGP, the “Reporting Persons”) with respect
to shares of common stock of the above-named issuer owned by
Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands
company (“CM”), Citadel Securities, and CRBU Holdings LLC, a
Delaware limited liability company (“CRBH”). |
Citadel Advisors is the portfolio manager for CM. CAH is the sole
member of Citadel Advisors. CGP is the general partner of CAH.
CALC4 is the non-member manager of Citadel Securities and CRBH.
CSGP is the general partner of CALC4. Mr. Griffin is the President
and Chief Executive Officer of CGP, and owns a controlling interest
in CGP and CSGP.
The filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities
actually owned by such person (if any).
| Item
2(b) |
Address
of Principal Business Office
The address of the
principal business office of each of the Reporting Persons is 131
S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
| Item
2(c) |
Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and
CSGP is organized as a limited liability company under the laws of
the State of Delaware. Each of CALC4 and CAH is organized as a
limited partnership under the laws of the State of Delaware. Mr.
Griffin is a U.S. citizen. |
| Item 2(d) |
Title
of Class of Securities |
| |
Common stock, par value $0.0001 per share |
| Item
2(e) |
CUSIP
Number
68236R103 |
|
CUSIP No. 68236R103 |
13G/A |
Page
10
of 14 Pages |
| Item 3 |
If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
|
(a) |
¨ Broker or
dealer registered under Section 15 of the Exchange Act; |
|
(b) |
¨ Bank as
defined in Section 3(a)(6) of the Exchange Act; |
|
(c) |
¨ Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
|
(d) |
¨ Investment
company registered under Section 8 of the Investment Company
Act; |
|
(e) |
¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
¨ An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
(g) |
¨ A parent
holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
(h) |
¨ A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
|
(i) |
¨ A church
plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
¨ A non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
(k) |
¨ Group, in
accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
____________.
|
CUSIP No. 68236R103 |
13G/A |
Page
11
of 14 Pages |
|
A. |
Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC |
|
(a) |
Each
of Citadel Advisors LLC, Citadel Advisors Holdings LP and
Citadel GP LLC may be deemed to beneficially own 1,852,324 shares
of common stock. |
|
(b) |
The
number of shares that each of Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to
beneficially own constitutes approximately 8.2% of the common stock
outstanding. |
|
(c) |
Number of shares as to which such
person has: |
|
(i) |
sole power to vote or to direct the
vote: 0 |
|
(ii) |
shared power to vote or to direct
the vote: 1,852,324 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 1,852,324 |
|
B. |
Citadel Securities LLC |
|
(a) |
Citadel Securities LLC may be deemed
to beneficially own 3,031 shares of common stock. |
|
(b) |
The number of shares that Citadel
Securities LLC may be deemed to beneficially own constitutes less
than 0.1% of the common stock outstanding. |
|
(c) |
Number of shares as to which such
person has: |
|
(i) |
sole power to vote or to direct the
vote: 0 |
|
(ii) |
shared power to vote or to direct
the vote: 3,031 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 3,031 |
|
CUSIP No. 68236R103 |
13G/A |
Page
12
of 14 Pages |
|
C. |
CALC IV LP and Citadel Securities
GP LLC |
|
(a) |
Each of CALC IV LP and Citadel
Securities GP LLC may be deemed to beneficially own 27,013 shares
of common stock. |
|
(b) |
The number of shares that each of CALC
IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes approximately 0.1% of the common stock
outstanding. |
|
(c) |
Number of shares as to which such
person has: |
|
(i) |
sole power to vote or to direct the
vote: 0 |
|
(ii) |
shared power to vote or to direct
the vote: 27,013 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 27,013 |
|
(a) |
Mr. Griffin may be deemed to
beneficially own 1,879,337 shares of common stock. |
|
(b) |
The number of shares that Mr. Griffin
may be deemed to beneficially own constitutes approximately 8.3% of
the common stock outstanding. |
|
(c) |
Number of shares as to which such
person has: |
|
(i) |
sole power to vote or to direct the
vote: 0 |
|
(ii) |
shared power to vote or to direct
the vote: 1,879,337 |
|
(iii) |
sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
shared power to dispose or to
direct the disposition of: 1,879,337 |
|
CUSIP No. 68236R103 |
13G/A |
Page
13
of 14 Pages |
| Item
5 |
Ownership
of Five Percent or Less of a Class
If this statement
is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following
¨. |
| Item 6 |
Ownership of More than Five Percent on Behalf of Another
Person |
Not Applicable
| Item 7 |
Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company |
See Item 2 above
| Item 8 |
Identification and Classification of Members of the
Group |
Not Applicable
| Item 9 |
Notice of Dissolution of Group |
Not Applicable
| Item
10 |
Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
|
CUSIP No. 68236R103 |
13G/A |
Page
14
of 14 Pages |
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated this 16th day of February, 2021.
| CITADEL
SECURITIES LLC |
|
CITADEL
ADVISORS LLC |
| |
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Gregory Johnson |
| |
Guy
Miller, Authorized Signatory |
|
|
Gregory
Johnson, Authorized Signatory |
| |
|
|
| CALC
IV LP |
|
CITADEL
ADVISORS HOLDINGS LP |
| |
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Gregory Johnson |
| |
Guy
Miller, Authorized Signatory |
|
|
Gregory
Johnson, Authorized Signatory |
| |
|
|
| CITADEL
SECURITIES GP LLC |
|
CITADEL
GP LLC |
| |
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Gregory Johnson |
| |
Guy
Miller, Authorized Signatory |
|
|
Gregory
Johnson, Authorized Signatory |
| |
|
|
| |
|
KENNETH
GRIFFIN |
| |
|
|
| |
|
By: |
/s/
Gregory Johnson |
| |
|
|
Gregory
Johnson, attorney-in-fact* |
|
* |
Gregory Johnson is signing on behalf of Kenneth Griffin as
attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby
incorporated by reference herein. The power of attorney was filed
as an attachment to a filing by Citadel Advisors LLC on Schedule
13G for Jaws Acquisition Corp. on February 1, 2021. |
