0000899243-16-025061.txt : 20160713 0000899243-16-025061.hdr.sgml : 20160713 20160713170003 ACCESSION NUMBER: 0000899243-16-025061 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160708 FILED AS OF DATE: 20160713 DATE AS OF CHANGE: 20160713 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axovant Sciences Ltd. CENTRAL INDEX KEY: 0001636050 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-295-5950 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 FORMER COMPANY: FORMER CONFORMED NAME: Axovant Sciences, Inc. DATE OF NAME CHANGE: 20150324 FORMER COMPANY: FORMER CONFORMED NAME: Roivant Neurosciences Ltd. DATE OF NAME CHANGE: 20150309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QVT Fund V LP CENTRAL INDEX KEY: 0001543904 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37418 FILM NUMBER: 161766036 BUSINESS ADDRESS: STREET 1: 87 MARY STREET STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 2127056229 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 Associates GP LLC CENTRAL INDEX KEY: 0001290166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37418 FILM NUMBER: 161766037 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-07-08 0 0001636050 Axovant Sciences Ltd. AXON 0001290166 QVT Associates GP LLC 1177 AVENUE OF THE AMERICAS, 9TH FLOOR NEW YORK NY 10036 0 0 1 0 0001543904 QVT Fund V LP 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 Common shares, $0.00001 par value ("Common Shares") 75000000 I See footnotes QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of the QVT Fund V LP (collectively, "QVT"), may be deemed to have beneficial ownership over the 75,000,000 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 directly held by Roivant by virtue of governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors effective July 8, 2016. 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. (continued from Footnote 1) QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Tracy Fu 2016-07-13