0001209191-23-017720.txt : 20230310 0001209191-23-017720.hdr.sgml : 20230310 20230310093013 ACCESSION NUMBER: 0001209191-23-017720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230310 FILED AS OF DATE: 20230310 DATE AS OF CHANGE: 20230310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marek David C CENTRAL INDEX KEY: 0001556914 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37929 FILM NUMBER: 23721874 MAIL ADDRESS: STREET 1: C/O WEBMD HEALTH CORP. STREET 2: 111 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Myovant Sciences Ltd. CENTRAL INDEX KEY: 0001679082 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: SUITE 1, 3RD FLOOR STREET 2: 11-12 ST. JAMES SQUARE CITY: LONDON STATE: X0 ZIP: SW1Y 4LB BUSINESS PHONE: 44 207-400-3351 MAIL ADDRESS: STREET 1: SUITE 1, 3RD FLOOR STREET 2: 11-12 ST. JAMES SQUARE CITY: LONDON STATE: X0 ZIP: SW1Y 4LB 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-03-10 1 0001679082 Myovant Sciences Ltd. MYOV 0001556914 Marek David C C/O MYOVANT SCIENCES, INC. 2000 SIERRA POINT PARKWAY, 9TH FLOOR BRISBANE CA 94005 1 1 0 0 Principal Executive Officer Common Shares 2023-03-10 4 D 0 95675 D 321924 D Common Shares 2023-03-10 4 D 0 321924 D 0 D Stock Options (Right to Buy) 20.54 2023-03-10 4 D 0 306427 D 2031-01-14 Common Shares 306427 0 D Stock Options (Right to Buy) 17.88 2023-03-10 4 D 0 208218 D 2031-04-14 Common Shares 208218 0 D Stock Options (Right to Buy) 11.33 2023-03-10 4 D 0 204808 D 2032-04-14 Common Shares 204808 0 D Performance Stock Unit 2023-03-10 4 D 0 134567 D Common Shares 134567 0 D On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger"). At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"). Reflects restricted stock units ("RSUs"). Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time. One-fourth of the options vested on January 15, 2022, and one-sixteenth of the options vest each quarter thereafter. Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option. One-fourth of the options vested on April 15, 2022, and one-sixteenth of the options vest each quarter thereafter. One-fourth of the options are scheduled to vest on April 15, 2023, and one-sixteenth of the options are scheduled to vest each quarter thereafter. Each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such PSUs (deeming performance goals as being satisfied) immediately prior to the Effective Time. /s/ Matthew Lang, Attorney-in-fact 2023-03-10