SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Roivant Sciences Ltd.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, par value $0.000017727 per share 12/27/2019 S 45,008,604 D (1)(2) 0 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to the Transaction Agreement, dated as of October 31, 2019 (the "Transaction Agreement"), by and among Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo"), Roivant Sciences Ltd. ("Roivant") and certain subsidiaries of Roivant, Roivant agreed to (i) transfer to a wholly-owned subsidiary of Roivant all of the common shares of the Issuer that were beneficially owned by Roivant (the "Transferred Shares"), along with the equity interests owned by Roivant in four of its other subsidiaries, and at the closing of the transactions contemplated by the Transaction Agreement (the "Closing"), to transfer all of the shares of such wholly owned subsidiary to Sumitomo, (ii) grant Sumitomo options to purchase, subject to certain exceptions set forth in the Transaction Agreement, Roivant's existing equity interests in six other privately-held Roivant subsidiaries or affiliates and (iii) issue to Sumitomo common shares of Roivant.
2. In exchange, Sumitomo made an approximately $3.0 billion (the "Sale Proceeds") upfront cash payment to Roivant upon the closing of the transactions contemplated by the Transaction Agreement. The Transaction Agreement did not contemplate an allocation of the Sale Proceeds with respect to the Transferred Shares. For reference, the closing market price of the Issuer's common shares as of October 31, 2019, the date on which Roivant agreed to transfer the Transferred Shares, was $5.46.
3. Prior to the Closing, Roivant transferred the Transferred Shares to a wholly owned subsidiary of Roivant and, at the Closing, Roivant transferred all of the shares of such wholly-owned subsidiary to Sumitomo.
/s/ Marianne Romeo Dinsmore, as Authorized Signatory 12/31/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.