Page 15 of 21 – SEC Filing Item 1. Security and Issuer
This Schedule 13D (the “Schedule
13D”) relates to the Common Shares, $0.00001 par value (the “Common Shares”), of Axovant Sciences Ltd.
(the “Issuer”). The principal executive offices of the Issuer are located at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed
jointly on behalf of Viking Global Investors LP, a Delaware limited partnership (“VGI”), Viking Global Performance
LLC, a Delaware limited liability company (“VGP”), Viking Global Equities LP, a Delaware limited partnership
(“VGE”), Viking Global Equities II LP, a Delaware limited partnership (“VGEII”), VGE III
Portfolio Ltd., a Cayman Islands exempted company (“VGEIII”), Viking Long Fund GP LLC, a Delaware limited liability
company (“VLFGP”), Viking Long Fund Master Ltd., a Cayman Islands exempted company (“VLFM”),
Viking Global Opportunities GP LLC, a Delaware limited liability company (“Opportunities GP”), Viking Global
Opportunities Portfolio GP LLC, a Delaware limited liability company (“Opportunities Portfolio GP”), Viking
Global Opportunities Illiquid Investments Sub-Master LP, a Cayman Islands exempted limited partnership (“Opportunities
Fund”, and, together with VGE, VGEII, VGEIII and VLFM, the “Funds”), O. Andreas Halvorsen, a citizen
of Norway, David C. Ott, a citizen of the United States, and Daniel S. Sundheim, a citizen of the United States (each, a “Reporting
Person”, and, collectively, the “Reporting Persons”).
The Reporting Persons have entered into
a joint filing agreement, dated as of July 13, 2016, a copy of which is filed herewith as Exhibit 99.1.
(b) The business address of each of the
Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830.
(c) The principal business of VGI is
to provide managerial services to related entities engaged in making or recommending investments in securities of public and private
companies.
The principal business of each of VGP,
VLFGP, Opportunities GP and Opportunities Portfolio GP is to serve as the general partner or investment manager of related entities
engaged in making or recommending investments in securities of public and private companies.
The principal business of each of the
Funds is to engage in making investments in securities of public and private companies.
The present principal occupation of O.
Andreas Halvorsen is Chief Executive Officer of VGI. The present principal occupation of David C. Ott is Advisory Director of VGI.
The present principal occupation of Daniel S. Sundheim is Chief Investment Officer of VGI.
(d), (e) During the last five years,
none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration
The Reporting Persons do not directly
own any Common Shares. The Reporting Persons acquired Roivant Sciences Ltd. (“Roivant”) common shares (the “Roivant
Common Shares”) on December 8, 2015 pursuant to share purchase agreements using capital invested in the Funds by their
investors. Roivant directly holds the 75,000,000 Common Shares reported herein. The Issuer, prior to its initial public offering
on June 11, 2015, was a wholly-owned subsidiary of Roivant.
Page 15 of 21 Pages
Item 1. Security and Issuer
This Schedule 13D (the “Schedule
13D”) relates to the Common Shares, $0.00001 par value (the “Common Shares”), of Axovant Sciences Ltd.
(the “Issuer”). The principal executive offices of the Issuer are located at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed
jointly on behalf of Viking Global Investors LP, a Delaware limited partnership (“VGI”), Viking Global Performance
LLC, a Delaware limited liability company (“VGP”), Viking Global Equities LP, a Delaware limited partnership
(“VGE”), Viking Global Equities II LP, a Delaware limited partnership (“VGEII”), VGE III
Portfolio Ltd., a Cayman Islands exempted company (“VGEIII”), Viking Long Fund GP LLC, a Delaware limited liability
company (“VLFGP”), Viking Long Fund Master Ltd., a Cayman Islands exempted company (“VLFM”),
Viking Global Opportunities GP LLC, a Delaware limited liability company (“Opportunities GP”), Viking Global
Opportunities Portfolio GP LLC, a Delaware limited liability company (“Opportunities Portfolio GP”), Viking
Global Opportunities Illiquid Investments Sub-Master LP, a Cayman Islands exempted limited partnership (“Opportunities
Fund”, and, together with VGE, VGEII, VGEIII and VLFM, the “Funds”), O. Andreas Halvorsen, a citizen
of Norway, David C. Ott, a citizen of the United States, and Daniel S. Sundheim, a citizen of the United States (each, a “Reporting
Person”, and, collectively, the “Reporting Persons”).
The Reporting Persons have entered into
a joint filing agreement, dated as of July 13, 2016, a copy of which is filed herewith as Exhibit 99.1.
(b) The business address of each of the
Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830.
(c) The principal business of VGI is
to provide managerial services to related entities engaged in making or recommending investments in securities of public and private
companies.
The principal business of each of VGP,
VLFGP, Opportunities GP and Opportunities Portfolio GP is to serve as the general partner or investment manager of related entities
engaged in making or recommending investments in securities of public and private companies.
The principal business of each of the
Funds is to engage in making investments in securities of public and private companies.
The present principal occupation of O.
Andreas Halvorsen is Chief Executive Officer of VGI. The present principal occupation of David C. Ott is Advisory Director of VGI.
The present principal occupation of Daniel S. Sundheim is Chief Investment Officer of VGI.
(d), (e) During the last five years,
none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration
The Reporting Persons do not directly
own any Common Shares. The Reporting Persons acquired Roivant Sciences Ltd. (“Roivant”) common shares (the “Roivant
Common Shares”) on December 8, 2015 pursuant to share purchase agreements using capital invested in the Funds by their
investors. Roivant directly holds the 75,000,000 Common Shares reported herein. The Issuer, prior to its initial public offering
on June 11, 2015, was a wholly-owned subsidiary of Roivant.
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