0001104659-19-035731.txt : 20190614 0001104659-19-035731.hdr.sgml : 20190614 20190614181524 ACCESSION NUMBER: 0001104659-19-035731 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190612 FILED AS OF DATE: 20190614 DATE AS OF CHANGE: 20190614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Machado Patrick CENTRAL INDEX KEY: 0001311210 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19900047 MAIL ADDRESS: STREET 1: 201 SPEAR STREET, 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER NAME: FORMER CONFORMED NAME: Machado Clarence Patrick DATE OF NAME CHANGE: 20041210 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 a4.xml 4 X0306 4 2019-06-12 0 0001740547 Urovant Sciences Ltd. UROV 0001311210 Machado Patrick C/O ROIVANT SCIENCES LTD. SUITE 1, 3RD FLOOR 11-12 ST. JAMES'S SQUARE LONDON X0 SW1Y 4LB UNITED KINGDOM 0 0 1 0 Common Shares, par value $0.000037453 per share 2019-06-12 4 P 0 7500 8.2992 A 22827298 I See footnotes Common Shares, par value $0.000037453 per share 2019-06-13 4 P 0 7367 7.9466 A 22834665 I See footnotes Common Shares, par value $0.000037453 per share 2019-06-14 4 P 0 7144 7.9107 A 22841809 I See footnotes The transaction was a series of open market purchases made by Roivant Sciences Ltd. ("Roivant") under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act. The purchases were made by Roivant and not by the reporting person. See footnotes 3 and 4 for information on the reporting person's ownership via Roivant of the purchased Common Shares. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.16 to $8.77, 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 (the "SEC"), 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. These Common Shares are directly beneficially owned by Roivant and indirectly beneficially owned by the reporting person. Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Common Shares require the approval of a majority of Roivant's board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director. The reporting person was appointed as an Independent Director of Roivant effective October 18, 2016. As the approval of the reporting person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Common Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the shares owned by Roivant, except to the extent of his respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the reporting person and any other Independent Director constitute a "group" for purposes of Section 13(d) or Section 13(g) of 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 $7.67 to $8.39, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, 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. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.65 to $8.00, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (6) to this Form 4. /s/ Marianne Romeo Dinsmore, as Attorney-in-Fact 2019-06-14