0001104659-18-002189.txt : 20180116 0001104659-18-002189.hdr.sgml : 20180115 20180116061005 ACCESSION NUMBER: 0001104659-18-002189 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: Roivant Sciences Ltd. CENTRAL INDEX KEY: 0001635088 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527148 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE, 2 CHURCH STREET CITY: HAMILTON HM11 STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-295-5950 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 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 a4.xml 4 X0306 4 2018-01-12 0 0001447028 Arbutus Biopharma Corp ABUS 0001635088 Roivant Sciences Ltd. SUITE 1, 3RD FLOOR 11-12 ST. JAMES'S SQUARE LONDON X0 SW1Y 4LB UNITED KINGDOM 0 0 1 0 Series A Participating Convertible Preferred Shares 7.13 2018-01-12 4 P 0 664000 100 A 2021-10-16 Common shares, no par value 13025536 1164000 D Represents series A participating convertible preferred shares (the "Preferred Shares") purchased 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 the reporting person'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 (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, 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. /s/ Marianne Romeo Dinsmore, as Authorized Signatory 2018-01-16