FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Flynn James E
2. Issuer Name and Ticker or Trading Symbol

Oncorus, Inc. [ ONCR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
*Possible Member of 10% Group
(Last)          (First)          (Middle)

345 PARK AVENUE SOUTH,, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2021
(Street)

NEW YORK, NY 10010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/17/2021  P  133558 A$19.00 1401905 I Through Deerfield Healthcare Innovations Fund, L.P. (1)(2)
Common Stock 2/17/2021  P  133558 A$19.00 1401905 I Through Deerfield Private Design Fund III, L.P. (1)(2)
Common Stock 2/17/2021  P  32884 A$19.00 345167 I Through Deerfield Partners, L.P. (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
(2) In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
Cameron Wheeler, an employee of Deerfield Management Company, serves as a director of the Issuer.

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Flynn James E
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
Deerfield Mgmt HIF, L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
Deerfield Healthcare Innovations Fund, L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
DEERFIELD PARTNERS, L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
Deerfield Mgmt III, L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
Deerfield Private Design Fund III, L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group
Deerfield Mgmt L.P.
345 PARK AVENUE SOUTH,
12TH FLOOR
NEW YORK, NY 10010
XX
*Possible Member of 10% Group

Signatures
/s/ Jonathan Isler, Attorney-in-Fact2/18/2021
**Signature of Reporting PersonDate

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