Page 16 of 21 – SEC Filing No part of the purchase price was borrowed
by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons do not directly
own any Common Shares. In addition, the Reporting Persons currently have no plans or proposals, whether effectuated directly or
through the Reporting Persons’ relationship with Roivant, that involve the Issuer and that relate to the management of the
Issuer, or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (“13D
Transactions”).
Effective July 8, 2016, Dr. Andrew
Lo was appointed to the board of directors of Roivant (the “Board”). Dr. Lo is an “independent
director” within the meaning of that term under Roivant’s bye-laws. As of the appointment of the independent
director, the Reporting Persons voting unanimously with two other major shareholders of Roivant have the right to override
certain decisions of the Board under Roivant’s bye-laws, including with respect to dispositions of Common Shares (the
“Override Right”). Roivant directly owns the Common Shares that are the subject of this Schedule 13D. As
shareholders of Roivant, the Reporting Persons are filing this Schedule 13D because they may be accordingly deemed to
have “dispositive power” and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant
due to the Override Right.
The filing of this statement shall not
be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, the beneficial owners of any securities covered by this statement. The Reporting Persons may from time to time consider
pursuing or proposing 13D Transactions and may discuss, evaluate and/or pursue any such 13D Transactions with their advisors, the
Issuer or other persons.
Item 5. Interest in Securities of the
Issuer
(a)-(b) The information contained on
each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated
herein by reference.
The Reporting Persons do
not directly own any Common Shares. As described in Item 4 above, the Reporting Persons may be deemed to beneficially own
the Common Shares owned directly by Roivant as a result of the Override Right. The aggregate number and percentage of
Common Shares owned directly by Roivant (and which may be deemed to be beneficially owned by each Reporting Person) are, as
of the date hereof: 75,000,000 Common Shares, representing 75.6% of the issued and outstanding Common Shares of the Issuer.
VGE has the authority to dispose of and
vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, VGP, and by VGI, an affiliate
of VGP, which provides managerial services to VGE.
VGEII has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, VGP, and by VGI,
an affiliate of VGP, which provides managerial services to VGEII.
VGEIII has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its investment manager, VGP, and by VGI,
an affiliate of VGP, which provides managerial services to VGEIII. Viking Global Equities III Ltd. (a Cayman Islands exempted company)
invests substantially all of its assets through VGEIII.
VLFM has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its investment manager, VLFGP, and by
VGI, an affiliate of VLFGP, which provides managerial services to VLFM. Viking Long Fund LP (a Delaware limited partnership) and
Viking Long Fund III Ltd. (a Cayman Islands exempted company), through its investment in Viking Long Fund Intermediate LP (a Cayman
Islands limited partnership), invest substantially all of their assets through VLFM.
Page 16 of 21 Pages
No part of the purchase price was borrowed
by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons do not directly
own any Common Shares. In addition, the Reporting Persons currently have no plans or proposals, whether effectuated directly or
through the Reporting Persons’ relationship with Roivant, that involve the Issuer and that relate to the management of the
Issuer, or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (“13D
Transactions”).
Effective July 8, 2016, Dr. Andrew
Lo was appointed to the board of directors of Roivant (the “Board”). Dr. Lo is an “independent
director” within the meaning of that term under Roivant’s bye-laws. As of the appointment of the independent
director, the Reporting Persons voting unanimously with two other major shareholders of Roivant have the right to override
certain decisions of the Board under Roivant’s bye-laws, including with respect to dispositions of Common Shares (the
“Override Right”). Roivant directly owns the Common Shares that are the subject of this Schedule 13D. As
shareholders of Roivant, the Reporting Persons are filing this Schedule 13D because they may be accordingly deemed to
have “dispositive power” and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant
due to the Override Right.
The filing of this statement shall not
be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, the beneficial owners of any securities covered by this statement. The Reporting Persons may from time to time consider
pursuing or proposing 13D Transactions and may discuss, evaluate and/or pursue any such 13D Transactions with their advisors, the
Issuer or other persons.
Item 5. Interest in Securities of the
Issuer
(a)-(b) The information contained on
each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated
herein by reference.
The Reporting Persons do
not directly own any Common Shares. As described in Item 4 above, the Reporting Persons may be deemed to beneficially own
the Common Shares owned directly by Roivant as a result of the Override Right. The aggregate number and percentage of
Common Shares owned directly by Roivant (and which may be deemed to be beneficially owned by each Reporting Person) are, as
of the date hereof: 75,000,000 Common Shares, representing 75.6% of the issued and outstanding Common Shares of the Issuer.
VGE has the authority to dispose of and
vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, VGP, and by VGI, an affiliate
of VGP, which provides managerial services to VGE.
VGEII has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its general partner, VGP, and by VGI,
an affiliate of VGP, which provides managerial services to VGEII.
VGEIII has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its investment manager, VGP, and by VGI,
an affiliate of VGP, which provides managerial services to VGEIII. Viking Global Equities III Ltd. (a Cayman Islands exempted company)
invests substantially all of its assets through VGEIII.
VLFM has the authority to dispose of
and vote the Roivant Common Shares directly owned by it, which power may be exercised by its investment manager, VLFGP, and by
VGI, an affiliate of VLFGP, which provides managerial services to VLFM. Viking Long Fund LP (a Delaware limited partnership) and
Viking Long Fund III Ltd. (a Cayman Islands exempted company), through its investment in Viking Long Fund Intermediate LP (a Cayman
Islands limited partnership), invest substantially all of their assets through VLFM.
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