Statement of Changes in Beneficial Ownership (4)
March 31 2021 - 11:31AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Johnston Walt |
2. Issuer Name and Ticker or Trading Symbol
Urovant Sciences Ltd.
[
UROV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
C/O UROVANT SCIENCES, INC., 5281 CALIFORNIA AVE., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2021 |
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(Street)
IRVINE, CA 92617
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 3/29/2021 | | D | | 492 | D | (1) | 0 | D | |
| Common Shares (2) | 3/29/2021 | | D | | 108647 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (Right to Buy) | $10.64 | 3/29/2021 | | D | | | 69197 | (3) | 6/2/2030 | Common Shares | 69197 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Upon the consummation of the Merger, each outstanding common share of the Issuer ("Common Share") was cancelled and converted into the right to receive $16.25 per share in cash, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. |
| (2) | Immediately prior to the consummation of the Merger, these securities were time-based restricted share units ("RSUs") subject to vesting and previously granted pursuant to the Issuer's 2017 Equity Incentive Plan. Upon the consummation of the Merger, each RSU, whether vested or unvested, that had not been settled in Common Shares prior to the effective time of the Merger was canceled and converted automatically into the right to receive $16.25 per each such RSU, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. |
| (3) | Upon consummation of the Merger, each option to purchase Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger, whether vested or unvested, and that had an exercise price per Common Share that is less than $16.25 was cancelled and automatically converted into the right to receive a cash amount for each Common Share that is subject to such option that is equal to the difference between $16.25 and the per share exercise price of such option, without interest and less any applicable withholding for taxes, as described in the Merger Agreement. |
Remarks:
SVP, Commercial/Urovant Sciences, Inc.
This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2020, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Urovant Sciences Ltd. (the "Issuer") with the Securities and Exchange Commission on November 13, 2020, and pursuant to which the Issuer became a wholly-owned subsidiary of Sumitovant Biopharma Ltd. (the "Merger"). The Merger was consummated on March 29, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Johnston Walt
C/O UROVANT SCIENCES, INC.
5281 CALIFORNIA AVE., SUITE 100
IRVINE, CA 92617 |
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| See Remarks |
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Signatures
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| /s/ Bryan Smith, as attorney-in-fact | | 3/31/2021 |
| **Signature of Reporting Person | Date |
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