Axovant Sciences Ltd. (AXON): Billionaire Andreas Halvorsen’s Viking Global Acquires Dispositive Power Over 75 Million Shares

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 21 Pages)

______________________

* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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.

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.

Opportunities Fund 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, Opportunities
Portfolio GP, and by VGI, an affiliate of Opportunities Portfolio GP, which provides managerial services to Opportunities Fund.
Viking Global Opportunities LP (a Delaware limited partnership) and Viking Global Opportunities III LP (a Cayman Islands exempted
limited partnership), through its investment in Viking Global Opportunities Intermediate LP (a Cayman Islands exempted limited
partnership), invest substantially all of their assets in Viking Global Opportunities Master LP (a Cayman Islands exempted limited
partnership), which in turn invests through Opportunities Fund.

VGI provides managerial services to the
Funds. VGI has the power to direct the vote and disposition of investments held by the Funds. Accordingly, VGI may be deemed to
have beneficial ownership over any Common Shares deemed beneficially owned by the Funds.

VGP, as the general partner of VGE and
VGEII, has the power to direct the vote and disposition of investments held by VGE and VGEII. Accordingly, VGP may be deemed to
have beneficial ownership over the Common Shares beneficially owned by VGE and VGEII. VGP serves as investment manager to VGEIII
and has the power to direct the vote and disposition of the investments held by VGEIII. Accordingly, VGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VGEIII.

VLFGP serves as the investment manager
of VLFM and has the power to direct the vote and disposition of investments held by VLFM. Accordingly, VLFGP may be deemed to have
beneficial ownership over any Common Shares deemed beneficially owned by VLFM.

Opportunities Portfolio GP serves as
the general partner of Opportunities Fund and has the power to direct the vote and disposition of investments held by Opportunities
Fund. Accordingly, Opportunities Portfolio GP may be deemed to have beneficial ownership over any Common Shares deemed beneficially
owned by Opportunities Fund.

Opportunities GP serves as the sole member
of Opportunities Portfolio GP and has the power to direct the vote and disposition of investments held by Opportunities Portfolio
GP, which consists of the investments held by Opportunities Fund. Accordingly, Opportunities GP may be deemed to have beneficial
ownership over any Common Shares deemed beneficially owned by Opportunities Portfolio GP, consisting of any Common Shares deemed
beneficially owned by Opportunities Fund.

Messrs. Halvorsen, Ott and Sundheim,
as Executive Committee Members of Viking Global Partners LLC (the general partner of VGI), VGP, VLFGP and Opportunities GP, have
shared authority to direct the voting and disposition of investments beneficially owned by VGI, VGP, VLFGP and Opportunities GP.
Accordingly, each of Messrs. Halvorsen, Ott and Sundheim may be deemed to have beneficial ownership over any Common Shares deemed
beneficially owned by VGI, VGP, VLFGP and Opportunities GP.

The percentage of outstanding Common
Shares of the Issuer that may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting
Person’s cover sheet. Such percentage was calculated for each Reporting Person based on an aggregate of 99,150,000 Common
Shares issued and outstanding as of June 3, 2016, reported on the Issuer’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2016, filed with the SEC on June 6, 2016.

Except as disclosed in this Schedule
13D, none of the Reporting Persons beneficially owns any Common Shares or has the right to acquire any Common Shares.

Except as disclosed in this Schedule
13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition
of any of the Common Shares that such Reporting Person may be deemed to beneficially own.

(c) Other than as disclosed in this Schedule 13D, the Reporting Persons have not
effected any transactions in the Common Shares during the past 60 days.

(d) To the best knowledge of the Reporting
Persons, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

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

Except as disclosed herein and the Joint
Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the Reporting Persons or with any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1 Joint Filing Agreement, dated as of July 13,
2016, among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 13, 2016

INDEX TO EXHIBITS

Exhibit 99.1 Joint Filing Agreement, dated as of July 13,
2016, among the Reporting Persons.

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”)
is made and entered into as of this 13^th day of July, 2016, by and among Viking Global Investors LP, Viking Global Performance
LLC, Viking Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd., Viking Long Fund GP LLC, Viking Long Fund
Master Ltd., Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid
Investments Sub-Master LP, O. Andreas Halvorsen, David C. Ott and Daniel S. Sundheim.

The parties to this Agreement hereby
agree to jointly prepare and file a Schedule 13D with respect to Axovant Sciences Ltd., as well as any amendments thereto, pursuant
to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth above.

Dated: July 13, 2016