0000899243-21-014108.txt : 20210331
0000899243-21-014108.hdr.sgml : 20210331
20210331123039
ACCESSION NUMBER: 0000899243-21-014108
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210329
FILED AS OF DATE: 20210331
DATE AS OF CHANGE: 20210331
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legault Pierre
CENTRAL INDEX KEY: 0001391045
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38667
FILM NUMBER: 21791619
MAIL ADDRESS:
STREET 1: P.O. BOX 1028
STREET 2: C/O STONE MANAGEMENT LLC
CITY: BERWYNE
STATE: PA
ZIP: 19312
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: 1231
BUSINESS ADDRESS:
STREET 1: 5281 CALIFORNIA AVENUE
STREET 2: SUITE 100
CITY: IRVINE
STATE: CA
ZIP: 92617
BUSINESS PHONE: 949-226-6029
MAIL ADDRESS:
STREET 1: 5281 CALIFORNIA AVENUE
STREET 2: SUITE 100
CITY: IRVINE
STATE: CA
ZIP: 92617
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-29
1
0001740547
Urovant Sciences Ltd.
UROV
0001391045
Legault Pierre
C/O UROVANT SCIENCES, INC.
5281 CALIFORNIA AVE., SUITE 100
IRVINE
CA
92617
1
0
0
0
Common Shares
2021-03-29
4
D
0
12480
D
0
D
Common Shares
2021-03-29
4
D
0
9000
D
0
D
Stock Option (Right to Buy)
7.53
2021-03-29
4
D
0
13350
0.00
D
2028-06-09
Common Shares
13350
0
D
Stock Option (Right to Buy)
8.01
2021-03-29
4
D
0
36650
0.00
D
2028-11-21
Common Shares
36650
0
D
Stock Option (Right to Buy)
8.78
2021-03-29
4
D
0
25000
0.00
D
2029-07-09
Common Shares
25000
0
D
Stock Option (Right to Buy)
9.38
2021-03-29
4
D
0
15000
0.00
D
2030-07-21
Common Shares
15000
0
D
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.
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.
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.
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.
/s/ Bryan Smith, as attorney-in-fact
2021-03-31