This Amendment No. 3 (the
Amendment
) further amends and supplements
the Schedule 13D filed by the Reporting Persons on July 13, 2016, as amended by Amendment No. 1 thereto filed with the Commission on June 15, 2018, as amended by Amendment No. 2 thereto filed with the Commission on
December 20, 2018 (as amended through Amendment No. 2, the
Schedule 13D
), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Schedule 13D.
As shareholders of Roivant Sciences Ltd. (
Roivant
), the Reporting Persons are
filing this Amendment to report the closing on March 18, 2019 of the Issuers offering, in which Roivant purchased 6,666,667 Common Shares from the underwriters at a purchase price of $1.50 per share. The Reporting Persons may be deemed to
have dispositive power over and, therefore, beneficial ownership of, the Common Shares acquired by Roivant by virtue of governance arrangements in Roivants
bye-laws.
The Reporting Persons do not directly
own any Common Shares and are not party to any agreement with the Issuer.
Item 2.
|
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a)-(c) This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (
QVT Financial
), QVT Financial GP
LLC, a Delaware limited liability company, QVT Financial Investment Cayman Ltd. (the
Fund
), a Cayman Islands limited company, and QVT Associates GP LLC, a Delaware limited liability company (collectively, the
Reporting
Persons
).
The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC are located at 444
Madison Avenue, 21
st
Floor, New York, New York 10022. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman
Islands. QVT Financial GP LLC is the general partner of QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financials principal business is investment management,
and it may be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of
certain other funds managed by QVT Financial LP, may also be deemed to beneficially own the Common Shares reported as beneficially owned herein.
Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold,
Brumm, Chu and Fu are referred to collectively herein as the Covered Persons. The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by
reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.
(d) During
the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Persons nor any of the Covered Persons 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.
(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons.
Each of the Covered Persons is a citizen of the United States of America.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D is hereby amended and restated as follows:
105,952,381 Common Shares reported herein are directly owned by Roivant. The Issuer, prior to its initial public offering on June 11, 2015, was a
wholly-owned subsidiary of Roivant.
On March 18, 2019, upon the closing of the Issuers underwritten public offering of Common Shares conducted
pursuant to a registration statement on Form
S-3
(the
Offering
), Roivant purchased 6,666,667 Common Shares from the underwriters of the Offering at the public offering price of $1.50 per
share. Roivant purchased the Common Shares using cash on hand.
To the extent required by Item 3, the information set forth or incorporated in Items 4 and
5 is hereby incorporated herein by reference.
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