0000899243-18-001022.txt : 20180116
0000899243-18-001022.hdr.sgml : 20180115
20180116084056
ACCESSION NUMBER: 0000899243-18-001022
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180112
FILED AS OF DATE: 20180116
DATE AS OF CHANGE: 20180116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QVT Associates GP LLC
CENTRAL INDEX KEY: 0001290166
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34949
FILM NUMBER: 18527432
BUSINESS ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-705-8800
MAIL ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QVT Fund V LP
CENTRAL INDEX KEY: 0001543904
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34949
FILM NUMBER: 18527433
BUSINESS ADDRESS:
STREET 1: 87 MARY STREET
STREET 2: GEORGE TOWN
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9005
BUSINESS PHONE: 2127056229
MAIL ADDRESS:
STREET 1: 1177 AVENUE OF THE AMERICAS
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arbutus Biopharma Corp
CENTRAL INDEX KEY: 0001447028
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 980597776
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100-8900 GLENLYON PARKWAY
CITY: BURNABY
STATE: A1
ZIP: V5J 5J8
BUSINESS PHONE: 604-419-3200
MAIL ADDRESS:
STREET 1: 100-8900 GLENLYON PARKWAY
CITY: BURNABY
STATE: A1
ZIP: V5J 5J8
FORMER COMPANY:
FORMER CONFORMED NAME: TEKMIRA PHARMACEUTICALS Corp
DATE OF NAME CHANGE: 20110607
FORMER COMPANY:
FORMER CONFORMED NAME: TEKMIRA PHARMACEUTICALS CORP
DATE OF NAME CHANGE: 20081003
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-01-12
0
0001447028
Arbutus Biopharma Corp
ABUS
0001290166
QVT Associates GP LLC
1177 AVENUE OF THE AMERICAS
NEW YORK
NY
10036
1
0
1
1
See remarks
0001543904
QVT Fund V LP
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN
E9
KY1-9005
CAYMAN ISLANDS
1
0
1
1
See remarks
Series A Participating Convertible Preferred Shares
7.13
2018-01-12
4
P
0
664000
100.00
A
2021-10-16
Common shares, no par value
13025536
1164000
I
See footnote
Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price,
(Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares.
The Preferred Shares are directly beneficially owned by Roivant. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT") may be deemed to have beneficial ownership over the 1,164,000 Preferred Shares held by Roivant Sciences Ltd. ("Roivant") because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares directly held by Roivant by virtue of the governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. The filing of this statement shall not be deemed an admission that QVT or Dr. Keith Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.
(Continued from Footnote 3) Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
QVT may be deemed to be a director by virtue of the fact that Dr. Manchester, on behalf of Roivant, currently serves on the board of directors of the Issuer. Dr. Manchester also holds 91,915 stock options awarded to him, which he holds for the benefit of certain funds under management of QVT Financial LP.
/s/ Tracy Fu
2018-01-16