13D Filing: Viking Global and Arbutus Biopharma Corp (ABUS)

This Amendment No. 3 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2016, as amended and supplemented by Amendment
No. 1 filed on June 14, 2017 and Amendment No. 2 filed on July 6, 2017 (as so amended and supplemented, the “Original
Schedule 13D”), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise
defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4.  Purpose of Transaction

This Amendment amends the Original Schedule
13D to add the following paragraph immediately before the first paragraph of Item 4 of the Original Schedule 13D:

         The
information included in Item 6 is hereby incorporated by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer

 

This Amendment amends the Original Schedule
13D to add the following immediately before the first paragraph of Item 6 of the Original Schedule 13D:

         On
October 16, 2017 (the “First Closing”), pursuant to the subscription agreement, dated as of October 2, 2017,
between the Issuer and Roivant (the “Subscription Agreement”), Roivant acquired an aggregate of 500,000 shares
(the “Initial Preferred Shares”) of the Issuer’s series A participating convertible preferred shares (the
“Series A Preferred Shares”) from the Issuer. Additionally, pursuant to the Subscription Agreement, Roivant
will acquire an additional 664,000 Series A Preferred Shares (together with the Initial Preferred Shares, the “Preferred
Shares”) from the Issuer, following the requisite approval of the shareholders of the Issuer and the satisfaction of
other applicable conditions. The aggregate purchase price of the Preferred Shares is $116.4 million, representing a price per Preferred
Share of $100.00, $50.0 million of which Roivant paid on October 16, 2017 (the “Purchase Price”). The Preferred
Shares will initially be convertible into 22,833,922 Common Shares which conversion will occur mandatorily four years after issuance
(subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion
at Roivant’s option).

Pursuant to the Subscription Agreement, on October
16, 2017, the Issuer filed an amendment to the Notice of Articles and the Articles of the Issuer (the “Preferred Shares
Articles Amendment”). The terms, rights, obligations and preferences of the Preferred Shares are set forth in the Preferred
Shares Articles Amendment.

Preferred Share Rights and Restrictions

Dividends

In the event the Issuer
distributes to all or substantially all holders of Common Shares any cash, shares, evidences of the Issuer’s indebtedness
or other assets, securities or property, including rights to acquire assets, securities or property, the holders of a Preferred
Share will be entitled to receive such dividend in cash (the “Participating Cash Dividend”) or such other distributed
items (a “Participating In-Kind Dividend”) at the same time and in the same manner as holders of Common Shares
would have received if such Preferred Share had been converted into Common Shares upon the Mandatory Conversion Date (as defined
below).

Mandatory Conversion

On the fourth anniversary
of the First Closing (the “Mandatory Conversion Date”), any Preferred Shares not yet converted will be automatically
converted into (i) a number of Common Shares equal to the amount determined by dividing (A) the Purchase Price plus an amount equal
to 8.75% of the Purchase Price per annum, compounded annually (the “Liquidation Preference”) by (B) the conversion
price in effect at the time of conversion; (ii) cash for any accrued but unpaid Participating Cash Dividends (to the extent not
included in the Purchase Price) on the Preferred Shares being converted; and (iii) any accrued and unpaid Participating In-Kind
Dividends.

Optional Conversion

 

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