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