0000899243-19-014214.txt : 20190520 0000899243-19-014214.hdr.sgml : 20190520 20190520183240 ACCESSION NUMBER: 0000899243-19-014214 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190516 FILED AS OF DATE: 20190520 DATE AS OF CHANGE: 20190520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QVT Associates GP LLC CENTRAL INDEX KEY: 0001290166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19840364 BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QVT Financial Investment Cayman Ltd. CENTRAL INDEX KEY: 0001771138 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19840365 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 2127058888 MAIL ADDRESS: STREET 1: 190 ELGIN AVENUE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Urovant Sciences Ltd. CENTRAL INDEX KEY: 0001740547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 BUSINESS PHONE: 949-226-6029 MAIL ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-16 0 0001740547 Urovant Sciences Ltd. UROV 0001290166 QVT Associates GP LLC 444 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001771138 QVT Financial Investment Cayman Ltd. 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 Common Shares, par value $0.000037453 per share 2019-05-16 4 P 0 5408 6.7896 A 22709077 I (see fn6) Common Shares, par value $0.000037453 per share 2019-05-17 4 P 0 6200 7.3615 A 22715277 I (see fn6) Common Shares, par value $0.000037453 per share 2019-05-20 4 P 0 8285 7.9833 A 22723562 I (see fn6) Common Shares, par value $0.000037453 per share 2019-05-20 4 P 0 1715 8.3867 A 22725277 I (see fn6) Each transaction was a series of open market purchases made in accordance with the safe harbor of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $6.70 to $6.93, inclusive. The reporting person undertakes to provide to Urovant Sciences Ltd. ("Urovant"), any security holder of Urovant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.03 to $7.85, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.35 to $8.35, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (4) to this Form 4. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.36 to $8.47, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (5) to this Form 4. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Financial Investment Cayman Ltd. and QVT Associates GP LLC, the general partner of certain funds managed by QVT Financial LP (collectively, "QVT"), may be deemed to have beneficial ownership over the 22,725,277 Common Shares held by Roivant Sciences Ltd. ("Roivant") because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares held by Roivant by virtue of governance arrangements in Roivant's bye-laws. The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Daniel Gold 2019-05-20