Filing Details

Accession Number:
0001209191-19-034072
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-06-03 19:18:13
Reporting Period:
2019-05-24
Accepted Time:
2019-06-03 19:18:13
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1740547 Urovant Sciences Ltd. UROV () Y9
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1699940 L.p. Fund Vision Softbank Aztec Group House
11-15 Seton Place
St. Helier Y9 JE40QH
No No Yes No
1716727 Llp (Uk) Holdings Svf 69 Grosvenor Street
London X0 W1K 3JP
No No Yes No
1716728 Ltd (Jersey) Gp Svf Aztec Group House
11-15 Seton Place
St. Helier Y9 JE40QH
No No Yes No
1716729 Ltd (Uk) Investments Svf 69 Grosvenor Street
London X0 W1K 3JP
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares, Par Value $0.000037453 Acquisiton 2019-05-30 6,951 $7.97 22,766,543 No 4 P Indirect See Explanation
Common Shares, Par Value $0.000037453 Acquisiton 2019-05-30 300 $8.91 22,766,843 No 4 P Indirect See Explanation
Common Shares, Par Value $0.000037453 Acquisiton 2019-05-31 5,071 $7.70 22,771,914 No 4 P Indirect See Explanation
Common Shares, Par Value $0.000037453 Acquisiton 2019-06-03 5,424 $7.71 22,777,338 No 4 P Indirect See Explanation
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Explanation
No 4 P Indirect See Explanation
No 4 P Indirect See Explanation
No 4 P Indirect See Explanation
Footnotes
  1. The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Urovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 22,777,338 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Persons may be deemed to have beneficial ownership over the Common Shares held by Roivant.
  2. The Roivant common shares are held directly by SVF Investments (UK) Limited ("SVF Investments"), which is a wholly owned subsidiary of SVF Holdings (UK) LLP ("SVF Holdings"), which is a wholly owned subsidiary of SoftBank Vision Fund L.P. ("SoftBank Vision Fund"). SVF GP (Jersey) Limited ("SVF GP"), is the general partner of SoftBank Vision Fund. SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP are referred to herein collectively as the "Reporting Persons". SVF Holdings may be deemed to share dispositive power over the Common Shares as the sole shareholder of SVF Investments, SoftBank Vision Fund may be deemed to share dispositive power over the Common Shares as the Managing Member of SVF Holdings, and SVF GP may be deemed to share dispositive power over the Common Shares as the general partner of SVF Holdings.
  3. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
  4. The transaction was a series of open market purchases made by Roivant under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Exchange Act, and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act.
  5. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.70 to $8.70, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (5) to this Form 4.
  6. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.71 to $9.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (6) to this Form 4.
  7. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.41 to $7.84, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (7) to this Form 4.
  8. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.64 to $7.74, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (8) to this Form 4.