0001144204-18-002187.txt : 20180116 0001144204-18-002187.hdr.sgml : 20180116 20180116085627 ACCESSION NUMBER: 0001144204-18-002187 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: Oren Dan CENTRAL INDEX KEY: 0001636701 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527459 MAIL ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 30600000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dexxon Holdings Ltd. CENTRAL INDEX KEY: 0001636684 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527458 BUSINESS ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 30600000 BUSINESS PHONE: 972-4-636404 MAIL ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 30600000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dexcel Pharma Technologies Ltd. CENTRAL INDEX KEY: 0001720007 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527457 BUSINESS ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 3060000 BUSINESS PHONE: 97246364040 MAIL ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 3060000 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 tv476968_4.xml OWNERSHIP DOCUMENT X0306 4 2018-01-12 0 0001447028 Arbutus Biopharma Corp ABUS 0001636684 Dexxon Holdings Ltd. 1 DEXCEL STREET OR AKIVA L3 3060000 ISRAEL 0 0 1 0 0001720007 Dexcel Pharma Technologies Ltd. 1 DEXCEL STREET OR AKIVA L3 3060000 ISRAEL 0 0 1 0 0001636701 Oren Dan 1 DEXCEL STREET OR AKIVA L3 3060000 ISRAEL 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 footnotes 3 and 4 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. Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares held by Roivant. Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Preferred Shares. Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Preferred Shares owned directly by Roivant. The Reporting Persons do not directly own any Preferred Shares. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. /s/ Dexxon Holdings Ltd. by Dan Oren, Director 2018-01-16 /s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 2018-01-16 /s/ Dan Oren 2018-01-16