0000903423-19-000232.txt : 20190529 0000903423-19-000232.hdr.sgml : 20190529 20190529182237 ACCESSION NUMBER: 0000903423-19-000232 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190524 FILED AS OF DATE: 20190529 DATE AS OF CHANGE: 20190529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863705 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 212-672-7050 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities Illiquid Investments Sub-Master LP CENTRAL INDEX KEY: 0001629482 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863706 BUSINESS ADDRESS: STREET 1: MORGAN STANLEY SERVICES (CAYMAN) STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 441-295-9166 MAIL ADDRESS: STREET 1: MORGAN STANLEY SERVICES (CAYMAN) STREET 2: CRICKET SQ., HUTCHINS DR., P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: VGO Illiquid Investments Sub-Master LP DATE OF NAME CHANGE: 20141230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities Portfolio GP LLC CENTRAL INDEX KEY: 0001629472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863707 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: VGO Portfolio GP LLC DATE OF NAME CHANGE: 20141230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viking Global Opportunities GP LLC CENTRAL INDEX KEY: 0001629476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863708 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-863-5000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALVORSEN OLE ANDREAS CENTRAL INDEX KEY: 0001133006 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863709 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVE 35TH CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ott David C. CENTRAL INDEX KEY: 0001621842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863710 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shabet Rose Sharon CENTRAL INDEX KEY: 0001711393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38667 FILM NUMBER: 19863711 MAIL ADDRESS: STREET 1: C/O VIKING GLOBAL INVESTORS LP STREET 2: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Urovant Sciences Ltd. CENTRAL INDEX KEY: 0001740547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 BUSINESS PHONE: 949-226-6029 MAIL ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 4 1 vikingf4axon.xml OWNERSHIP DOCUMENT X0306 4 2019-05-24 0 0001740547 Urovant Sciences Ltd. UROV 0001103804 VIKING GLOBAL INVESTORS LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001629482 Viking Global Opportunities Illiquid Investments Sub-Master LP 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001629472 Viking Global Opportunities Portfolio GP LLC 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001629476 Viking Global Opportunities GP LLC 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001133006 HALVORSEN OLE ANDREAS 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001621842 Ott David C. 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 0001711393 Shabet Rose Sharon 55 RAILROAD AVENUE GREENWICH CT 06830 0 0 1 0 Common Shares, par value $0.000037453 per share 2019-05-24 4 P 0 3796 7.7011 A 22748903 I See Footnotes Common Shares, par value $0.000037453 per share 2019-05-28 4 P 0 3807 7.6818 A 22752710 I See Footnotes Common Shares, par value $0.000037453 per share 2019-05-29 4 P 0 6882 7.5535 A 22759592 I See Footnotes The transaction was a series of open market purchases made by Roivant Sciences Ltd. ("Roivant") under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act. The purchases were made by Roivant and not by the Reporting Person. See footnotes 5 and 6 for information on the Reporting Person's ownership via Roivant of the purchased Common Shares. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.66 to $7.74, inclusive. The reporting person undertakes to provide to Urovant Sciences Ltd. ("Urovant"), any security holder of Urovant, 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 (2) to this Form 4. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.65 to $7.70, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, 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 (3) to this Form 4. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.40 to $7.69, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, 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 (4) to this Form 4. These shares of common stock (the "Common Shares") of Urovant are directly beneficially owned by Roivant and indirectly beneficially owned by the Reporting Persons. The Reporting Persons acquired Roivant common shares on December 8, 2015. Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Common Shares require the approval of a majority of Roivant's board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director. The Reporting Persons had an Independent Director appointed to Roivant's board of directors effective July 8, 2016. As the approval of the Reporting Person's Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the Reporting Persons may be deemed to have dispositive power over, and to be indirect beneficial owners of, the Common Shares directly beneficially owned by Roivant. The Reporting Persons disclaim beneficial ownership of the shares owned by Roivant, except to the extent of their respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the Reporting Persons and any other Independent Director constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP"), Viking Long Fund GP LLC ("VLFGP") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), Viking Global Equities Master Ltd. ("VGEM"), Viking Long Fund Master Ltd. ("VLFM") and Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund", and together with VGE, VGE II, VGE III, VGEM and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III and VGEM. VLFGP serves as the investment manager of VLFM. Opportunities GP serves as the sole member of Opportunities Portfolio GP. Opportunities Portfolio GP serves as the general partner of Opportunities Fund. (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Each of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP. (11) Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, VGP, VGE, VGE II, VGE III, VGEM, VLFGP and VLFM have jointly filed with the Reporting Persons on a separate Form 4 filing submitted on the same day hereof. /s/ O. ANDREAS HALVORSEN (9)(10) 2019-05-29 /s/ DAVID C. OTT (9)(10) 2019-05-29 /s/ ROSE SHABET (9)(10) 2019-05-29