0000903423-19-000288.txt : 20190712 0000903423-19-000288.hdr.sgml : 20190712 20190712165723 ACCESSION NUMBER: 0000903423-19-000288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190712 DATE AS OF CHANGE: 20190712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Arbutus Biopharma Corp CENTRAL INDEX KEY: 0001447028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980597776 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85963 FILM NUMBER: 19953453 BUSINESS ADDRESS: STREET 1: 100-8900 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 5J8 BUSINESS PHONE: 604-419-3200 MAIL ADDRESS: STREET 1: 100-8900 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 5J8 FORMER COMPANY: FORMER CONFORMED NAME: TEKMIRA PHARMACEUTICALS Corp DATE OF NAME CHANGE: 20110607 FORMER COMPANY: FORMER CONFORMED NAME: TEKMIRA PHARMACEUTICALS CORP DATE OF NAME CHANGE: 20081003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 IRS NUMBER: 134055118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 212-672-7050 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 arbutus13da6.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AMENDMENT NO. 6*

Arbutus Biopharma Corporation
(Name of Issuer)
 
Common Shares, no par value
(Title of Class of Securities)
 
03879J100
(CUSIP Number)
 

Andrew Genser

General Counsel

55 Railroad Avenue

Greenwich, Connecticut 06830

203-863-7050

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
July 10, 2019
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 16 Pages)

* 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. 03879J100 13D Page 2 of 16 Pages
  1

NAMES OF REPORTING PERSONS

Viking Global Investors LP

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
  3 SEC USE ONLY
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

0

  10

SHARED DISPOSITIVE POWER

0

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

  14

TYPE OF REPORTING PERSON

PN

       
                         

 

 

 

 

   CUSIP No. 03879J100 13D Page 3 of 16 Pages
  1

NAMES OF REPORTING PERSONS

Viking Global Performance LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
  3 SEC USE ONLY
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

0

  10

SHARED DISPOSITIVE POWER

0

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

  14

TYPE OF REPORTING PERSON

OO

     
                     

 

 

 

 

CUSIP No. 03879J100 13D Page 4 of 16 Pages
 1

NAMES OF REPORTING PERSONS

Viking Global Equities LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

14

TYPE OF REPORTING PERSON

PN

             
                 

 

     

 

 

 

 

CUSIP No. 03879J100 13D Page 5 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Equities II LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

14

TYPE OF REPORTING PERSON

PN

             
                 

 

 

 

 

 

     
  CUSIP No. 03879J100 13D Page 6 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

VGE III Portfolio Ltd.

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

CO

 
     
                                 

 

 

 

 

  CUSIP No. 03879J100 13D Page 6 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

Viking Global Equities Master Ltd.

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

CO

 
     
                             

 

 

 

 

  CUSIP No. 03879J100 13D Page 7 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

Viking Long Fund GP LLC

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

OO

 
                 
     
                         

 

 

 

 

  CUSIP No. 03879J100 13D Page 8 of 16 Pages
  1

NAMES OF REPORTING PERSONS

Viking Long Fund Master Ltd.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
  3 SEC USE ONLY
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

0

  10

SHARED DISPOSITIVE POWER

0

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

  14

TYPE OF REPORTING PERSON

CO

               
     
                       

 

 

 

 

  CUSIP No. 03879J100 13D Page 9 of 16 Pages
  1

NAMES OF REPORTING PERSONS

Viking Global Opportunities GP LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

   
  3 SEC USE ONLY
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

0

  10

SHARED DISPOSITIVE POWER

0

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

  14

TYPE OF REPORTING PERSON

OO

     
                       

 

 

 

 

 

  CUSIP No. 03879J100 13D Page 10 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

Viking Global Opportunities Portfolio GP LLC

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

OO

 
                 
     
                         

 

 

 

 

  CUSIP No. 03879J100 13D Page 11 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

Viking Global Opportunities Illiquid Investments Sub-Master LP

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

PN

 
                 
     
                         

 

 

 

 

  CUSIP No. 03879J100 13D Page 12 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

O. Andreas Halvorsen

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

Norway

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

IN

 
                 
     
                         

 

 

 

 

  CUSIP No. 03879J100 13D Page 13 of 16 Pages  
  1

NAMES OF REPORTING PERSONS

David C. Ott

 
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
  3 SEC USE ONLY  
  4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
  5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
  6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 
 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
  8

SHARED VOTING POWER

0

 
  9

SOLE DISPOSITIVE POWER

0

 
  10

SHARED DISPOSITIVE POWER

0

 
  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
  14

TYPE OF REPORTING PERSON

IN

 
     
                             

 

 

 

 

CUSIP No. 03879J100 13D Page 14 of 16 Pages  
1

NAMES OF REPORTING PERSONS

Rose S. Shabet

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)

(b)

     
3 SEC USE ONLY  
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

 
8

SHARED VOTING POWER

0

 
9

SOLE DISPOSITIVE POWER

0

 
10

SHARED DISPOSITIVE POWER

0

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%*

 
14

TYPE OF REPORTING PERSON

IN

 
               
     
                     

 

 

 

 

EXPLANATORY NOTE

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 6 to the Schedule 13D amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2016 (the “Schedule 13D”) relating to the Common Shares, no par value (the “Common Shares”), of Arbutus Biopharma Corporation (the “Issuer”). This Amendment No. 6 to the Schedule 13D constitutes an exit filing for the Reporting Persons. Due to changes in the internal governance of Roivant Sciences Ltd. (“Roivant”) relating to Roivant’s dispositive power over the Common Shares, the Reporting Persons are no longer deemed to beneficially own the Common Shares directly owned by Roivant. Roivant’s ownership of the Issuer’s Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

 

Item 4. Purpose of Transaction

 

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer

 

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

 

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

 

“On July 10, 2019, the board of directors of Roivant adopted changes to Roivant’s internal governance concerning the disposition of the Common Shares and other matters relating to oversight of Roivant’s business and governance. Following the amendments adopted on July 10, 2019, disposition of the Common Shares requires either the approval of a majority of Roivant’s board, including (i) at least two directors meeting certain independence criteria (each, an “Independent Director” and, collectively, the “Independent Directors”) or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant’s shareholders holding 5% or more of Roivant’s shares (other than Vivek Ramaswamy) may override certain decisions of Roivant’s board of directors, including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders of Roivant no longer have the individual right to veto dispositive decisions of Roivant’s board of directors regarding disposition of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant.”

 

Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

 

“On July 10, 2019, each of the Reporting Persons ceased to the beneficial owner of more than five percent of the Common Shares.”

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 12, 2019

   
   
  By:/s/ O. Andreas Halvorsen
  By: O. Andreas Halvorsen - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
   
  By: /s/ David C. Ott
  By: David C. Ott - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
  By: /s/ Rose S. Shabet
  By: Rose S. Shabet - individually and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP