0001104659-18-002226.txt : 20180116 0001104659-18-002226.hdr.sgml : 20180115 20180116073020 ACCESSION NUMBER: 0001104659-18-002226 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: Lo Andrew CENTRAL INDEX KEY: 0001679076 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527288 MAIL ADDRESS: STREET 1: C/O ALPHASIMPLEX GROUP, LLC STREET 2: ONE CAMBRIDGE CENTER, 9TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 0001679076 Lo Andrew C/O 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 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, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) 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. 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 Preferred 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 person is an Independent Director of Roivant. As the approval of the reporting person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Preferred Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of his respective pecuniary interest therein. This filing shall not be deemed an admission that the reporting person 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. /s/ Andrew Lo 2018-01-16