0001209191-23-017723.txt : 20230310
0001209191-23-017723.hdr.sgml : 20230310
20230310093218
ACCESSION NUMBER: 0001209191-23-017723
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230310
FILED AS OF DATE: 20230310
DATE AS OF CHANGE: 20230310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: POTTER MYRTLE S
CENTRAL INDEX KEY: 0001214130
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37929
FILM NUMBER: 23721891
MAIL ADDRESS:
STREET 1: 10 FINDERNE AVE
CITY: BRIDGEWATER
STATE: NJ
ZIP: 08807
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Myovant Sciences Ltd.
CENTRAL INDEX KEY: 0001679082
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: SUITE 1, 3RD FLOOR
STREET 2: 11-12 ST. JAMES SQUARE
CITY: LONDON
STATE: X0
ZIP: SW1Y 4LB
BUSINESS PHONE: 44 207-400-3351
MAIL ADDRESS:
STREET 1: SUITE 1, 3RD FLOOR
STREET 2: 11-12 ST. JAMES SQUARE
CITY: LONDON
STATE: X0
ZIP: SW1Y 4LB
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-03-10
1
0001679082
Myovant Sciences Ltd.
MYOV
0001214130
POTTER MYRTLE S
C/O MYOVANT SCIENCES, INC.
2000 SIERRA POINT PARKWAY, 9TH FLOOR
BRISBANE
CA
94005
1
0
0
0
Common Shares
2023-03-10
4
D
0
3673
D
0
D
Stock Options (Right to Buy)
26.17
2023-03-10
4
D
0
45000
D
2028-09-19
Common Shares
45000
0
D
Stock Options (Right to Buy)
7.65
2023-03-10
4
D
0
58608
D
2029-08-22
Common Shares
58608
0
D
Stock Options (Right to Buy)
21.47
2023-03-10
4
D
0
21603
D
2030-09-14
Common Shares
21603
0
D
Stock Options (Right to Buy)
22.71
2023-03-10
4
D
0
21096
D
2031-11-04
Common Shares
21096
0
D
On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger").
Reflects the vested portion of 9,859 restricted stock units ("RSUs") granted to the Reporting Person as the annual non-employee director grant, which pro-ration was calculated based on the number of days the Reporting Person had served as a director from October 26, 2022 to the effective time of the Merger (the "Effective Time") (by using 365 days for a full year), which was equal to 3,673 (rounded down to the nearest whole RSU). Such vested RSUs were converted into the RSU Consideration (as defined below). The remaining 6,186 unvested RSUs were forfeited without consideration as of the Effective Time.
Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"), multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time (the "RSU Consideration").
These options are fully vested.
Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option.
/s/ Matthew Lang, Attorney-in-fact
2023-03-10