0001209191-18-003511.txt : 20180116 0001209191-18-003511.hdr.sgml : 20180116 20180116085659 ACCESSION NUMBER: 0001209191-18-003511 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: SVF GP (Jersey) Ltd CENTRAL INDEX KEY: 0001716728 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527460 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST. HELIER STATE: CA ZIP: JE4OQH BUSINESS PHONE: 6508435214 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST. HELIER STATE: CA ZIP: JE4OQH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF Holdings (UK) LLP CENTRAL INDEX KEY: 0001716727 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527461 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP BUSINESS PHONE: 6508435214 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SoftBank Vision Fund L.P. CENTRAL INDEX KEY: 0001699940 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527462 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH BUSINESS PHONE: 44 1534 833000 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF Investments (UK) Ltd CENTRAL INDEX KEY: 0001716729 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34949 FILM NUMBER: 18527463 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP BUSINESS PHONE: 6508435214 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP 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 0001716729 SVF Investments (UK) Ltd 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001699940 SoftBank Vision Fund L.P. 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001716727 SVF Holdings (UK) LLP 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001716728 SVF GP (Jersey) Ltd AZTEC GROUP HOUSE 11-15 SEATON PLACE ST. HELIER Y9 JE4 0QH JERSEY 0 0 1 0 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 footnotes 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. The Reporting Persons (as defined below) do not directly own any Common Shares of Arbutus Biopharma Corporation (the "Issuer") or any Preferred Shares reported herein. The Reporting Persons acquired Roivant common shares on September 6, 2017. Roivant directly holds 16,013,540 Common Shares of the Issuer and the Preferred Shares reported herein. 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; provided, however, that so long as there is at least one Independent Director as a member of the Roivant Board, of which there are currently two Independent Directors, (continued, see footnote 4) (continued from footnote 3) the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant board of directors including disposition of the Preferred Shares directly beneficially owned by Roivant. As a result, the Reporting Persons 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 Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Roivant common shares are held directly by SVF Investments (UK) Limited ("SVF Investments"), which is a wholly owned subsidiary of SVF Holdings (UK) LLP ("SVF Holdings"), which is a wholly owned subsidiary of SoftBank Vision Fund L.P. ("SoftBank Vision Fund"). SVF GP (Jersey) Limited ("SVF GP"), is the general partner of SoftBank Vision Fund. SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP are referred to herein collectively as the "Reporting Persons". SVF Holdings may be deemed to share dispositive power over the Common Shares as the sole shareholder of SVF Investments, SoftBank Vision Fund may be deemed to share dispositive power over the Common Shares as the Managing Member of SVF Holdings, and SVF GP may be deemed to share dispositive power over the Common Shares as the general partner of SVF Holdings. Exhibit 24.1 - Power of Attorney (incorporated by reference to Form 3 filed by the Reporting Persons on September 14, 2017) /s/ Karen Ubell, Attorney-in-Fact 2018-01-16 /s/ Karen Ubell, Attorney-in-Fact 2018-01-16 /s/ Karen Ubell, Attorney-in-Fact 2018-01-16 /s/ Karen Ubell, Attorney-in-Fact 2018-01-16