Filing Details

Accession Number:
0001104659-19-077345
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-12-31 16:45:46
Reporting Period:
2019-12-27
Accepted Time:
2019-12-31 16:45:46
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1679082 Myovant Sciences Ltd. MYOV () D0
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1635088 Ltd. Sciences Roivant Suite 1, 3Rd Floor
11-12 St. James'S Square
London X0 SW1Y 4LB
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 $0.000017727 Per Share Disposition 2019-12-27 45,008,604 $0.00 0 No 4 S Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnote
Footnotes
  1. Pursuant to the Transaction Agreement, dated as of October 31, 2019 (the "Transaction Agreement"), by and among Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo"), Roivant Sciences Ltd. ("Roivant") and certain subsidiaries of Roivant, Roivant agreed to (i) transfer to a wholly-owned subsidiary of Roivant all of the common shares of the Issuer that were beneficially owned by Roivant (the "Transferred Shares"), along with the equity interests owned by Roivant in four of its other subsidiaries, and at the closing of the transactions contemplated by the Transaction Agreement (the "Closing"), to transfer all of the shares of such wholly owned subsidiary to Sumitomo, (ii) grant Sumitomo options to purchase, subject to certain exceptions set forth in the Transaction Agreement, Roivant's existing equity interests in six other privately-held Roivant subsidiaries or affiliates and (iii) issue to Sumitomo common shares of Roivant.
  2. In exchange, Sumitomo made an approximately $3.0 billion (the "Sale Proceeds") upfront cash payment to Roivant upon the closing of the transactions contemplated by the Transaction Agreement. The Transaction Agreement did not contemplate an allocation of the Sale Proceeds with respect to the Transferred Shares. For reference, the closing market price of the Issuer's common shares as of October 31, 2019, the date on which Roivant agreed to transfer the Transferred Shares, was $5.46.
  3. Prior to the Closing, Roivant transferred the Transferred Shares to a wholly owned subsidiary of Roivant and, at the Closing, Roivant transferred all of the shares of such wholly-owned subsidiary to Sumitomo.