SEC FORM 3

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^*

Shea Brian J.

(Last)

(First)

(Middle)

C/O ONCORUS, INC.

4 CORPORATE DRIVE

(Street)

ANDOVER

01810

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2023

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

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

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

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	8,541	D

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)
Employee Stock Option (right to buy)	⁽¹⁾	09/01/2031	Common Stock	15,000	10.16	D
Employee Stock Option (right to buy)	⁽²⁾	03/01/2032	Common Stock	3,744	2	D
Employee Stock Option (right to buy)	⁽³⁾	05/13/2032	Common Stock	14,700	1.25	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2033	Common Stock	19,100	0.39	D

Explanation of Responses:

1. Twenty-five percent (25%) of the shares subject to the option vested on September 1, 2022, with one thirty-sixth (1/36th) of the remaining shares subject to the option vesting each month thereafter, subject to the Reporting Person's continued service through each such vesting date.

2. Twenty-five percent (25%) of the shares subject to the option vested on March 1, 2023, with one thirty-sixth (1/36th) of the remaining shares subject to the option vesting each month thereafter, subject to the Reporting Person's continued service through each such vesting date.

3. Twenty-five percent (25%) of the shares subject to the option vested on December 31, 2022, twenty-five percent (25%) of the shares subject to the option shall vest on December 31, 2023, and the remaining fifty percent (50%) shall vest on December 31, 2024, subject to the Reporting Person's continued service through each such vesting date.

4. Twenty-five percent (25%) of the shares subject to the option shall vest on March 1, 2024, with one thirty-sixth (1/36th) of the remaining shares subject to the option vesting each month thereafter, subject to the Reporting Person's continued service through each such vesting date.

Remarks:

	/s/ Brian J. Shea	06/16/2023
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3: New insider Shea Brian J. claimed ownership of 8,541 shares