0001209191-23-017724.txt : 20230310 0001209191-23-017724.hdr.sgml : 20230310 20230310093252 ACCESSION NUMBER: 0001209191-23-017724 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: Valente Nancy CENTRAL INDEX KEY: 0001891344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37929 FILM NUMBER: 23721892 MAIL ADDRESS: STREET 1: C/O MYOVANT SCIENCES INC. STREET 2: 2000 SIERRA POINT PARKWAY, 9TH FLOOR CITY: BRISBANE STATE: CA ZIP: 94005 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 0001891344 Valente Nancy C/O MYOVANT SCIENCES, INC. 2000 SIERRA POINT PARKWAY, 9TH FLOOR BRISBANE CA 94005 1 0 0 0 Common Shares 2023-03-10 4 D 0 3673 D 0 D Stock Options (Right to Buy) 22.71 2023-03-10 4 D 0 36892 D 2031-11-04 Common Shares 36892 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"). Reflects the vested portion of 9,859 restricted stock units ("RSUs") granted to the Reporting Person as the annual non-employee director grant, which pro-ration was calculated based on the number of days the Reporting Person had served as a director from October 26, 2022 to the effective time of the Merger (the "Effective Time") (by using 365 days for a full year), which was equal to 3,673 (rounded down to the nearest whole RSU). Such vested RSUs were converted into the RSU Consideration (as defined below). The remaining 6,186 unvested RSUs were forfeited without consideration as of the Effective Time. 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) $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"), multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time (the "RSU Consideration"). One-third of the options vested and became exercisable on November 5, 2022, with the balance of the options vesting in eight equal quarterly installments 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. /s/ Matthew Lang, Attorney-in-fact 2023-03-10