0000899243-21-014110.txt : 20210331 0000899243-21-014110.hdr.sgml : 20210331 20210331123045 ACCESSION NUMBER: 0000899243-21-014110 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210329 FILED AS OF DATE: 20210331 DATE AS OF CHANGE: 20210331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robinson James A. Jr. CENTRAL INDEX KEY: 0001734295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 21791621 MAIL ADDRESS: STREET 1: 852 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 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: 1231 BUSINESS ADDRESS: STREET 1: 5281 CALIFORNIA AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92617 BUSINESS PHONE: 949-226-6029 MAIL ADDRESS: STREET 1: 5281 CALIFORNIA AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-29 1 0001740547 Urovant Sciences Ltd. UROV 0001734295 Robinson James A. Jr. C/O UROVANT SCIENCES, INC. 5281 CALIFORNIA AVENUE, SUITE 100 IRVINE CA 92617 1 1 0 0 PEO;CEO/Urovant Sciences, Inc. Common Shares 2021-03-29 4 D 0 8385 D 0 D Stock Option (Right to Buy) 12.41 2021-03-29 4 D 0 50000 0.00 D 2029-03-01 Common Shares 50000 0 D Stock Option (Right to Buy) 8.78 2021-03-29 4 D 0 25000 0.00 D 2029-07-09 Common Shares 25000 0 D Stock Appreciation Right (Right to Buy) 9.16 2021-03-29 4 D 0 845732 0.00 D 2030-03-22 Common Shares 845732 0 D Upon the consummation of the Merger, each outstanding common share of the Issuer ("Common Share") was cancelled and converted into the right to receive $16.25 per share in cash, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. Upon consummation of the Merger, each option to purchase Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger, whether vested or unvested, and that had an exercise price per Common Share that is less than $16.25 was cancelled and automatically converted into the right to receive a cash amount for each Common Share that is subject to such option that is equal to the difference between $16.25 and the per share exercise price of such option, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. Upon consummation of the Merger, each right to receive an appreciation on Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger, whether vested or unvested, and that had a strike price per Common Share that is less than $16.25 was canceled and automatically converted into the right to receive a cash amount for each Common Share that is subject to such appreciation right that is equal to the difference between $16.25 and the strike price per Common Share of such appreciation right, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2020, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Urovant Sciences Ltd. (the "Issuer") with the Securities and Exchange Commission on November 13, 2020, and pursuant to which the Issuer became a wholly-owned subsidiary of Sumitovant Biopharma Ltd. (the "Merger"). The Merger was consummated on March 29, 2021. /s/ Bryan Smith, as attorney-in-fact 2021-03-31