0001209191-17-052885.txt : 20170914
0001209191-17-052885.hdr.sgml : 20170914
20170914205952
ACCESSION NUMBER: 0001209191-17-052885
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170906
FILED AS OF DATE: 20170914
DATE AS OF CHANGE: 20170914
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37418
FILM NUMBER: 171086688
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37418
FILM NUMBER: 171086689
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37418
FILM NUMBER: 171086690
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37418
FILM NUMBER: 171086691
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: Axovant Sciences Ltd.
CENTRAL INDEX KEY: 0001636050
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D0
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 20-22 BEDFORD ROW
CITY: LONDON
STATE: X0
ZIP: WC1R 4JS
BUSINESS PHONE: 441-295-5950
MAIL ADDRESS:
STREET 1: 20-22 BEDFORD ROW
CITY: LONDON
STATE: X0
ZIP: WC1R 4JS
FORMER COMPANY:
FORMER CONFORMED NAME: Axovant Sciences, Inc.
DATE OF NAME CHANGE: 20150324
FORMER COMPANY:
FORMER CONFORMED NAME: Roivant Neurosciences Ltd.
DATE OF NAME CHANGE: 20150309
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-09-06
0
0001636050
Axovant Sciences Ltd.
AXON
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
ST. HELIER
Y9
JE4 0QH
JERSEY
0
0
1
0
Common Shares
75000000
I
See Explanation
The Reporting Persons (as defined below) do not directly own any shares of common stock (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 75,000,000 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Persons, voting unanimously with three other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Persons may be deemed to have beneficial ownership over the Common Shares held by Roivant.
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.
The Reporting Persons disclaim beneficial ownership of these securities 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.
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Karen Ubell, Attorney-in-Fact
2017-09-14
/s/ Karen Ubell, Attorney-in-Fact
2017-09-14
/s/ Karen Ubell, Attorney-in-Fact
2017-09-14
/s/ Karen Ubell, Attorney-in-Fact
2017-09-14
EX-24.3_744239
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Karen Ubell, the undersigned's
true and lawful attorney-in fact and agent to:
(1) execute for and on behalf of the undersigned,
an officer, director or holder of 10% of more of
a registered class of securities of each of
Myovant Sciences Ltd., Axovant Sciences Ltd. and
Arbutus Biopharma Corporation (the "Companies"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended
(the "Exchange Act")
and the rules thereunder and any Form 13D or 13G;
(2) do and perform any and all acts for
and on behalf of the undersigned that may
be necessary or desirable to complete and
execute such Form 3, 4 or 5 or any Form 13D or 13G,
complete and execute any amendment or amendments
thereto, and timely file such forms or amendments
with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever
in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit,
in the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and
every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise
of any of the rights and powers herein granted,
as fully to all intents and purposes as
the undersigned might or could do if personally
present, with full power of substitution or revocation,
hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming,
nor are the Companies assuming, any of the
undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect until the earliest to occur of (a) the undersigned
is no longer required to file Forms 3, 4 and 5 or
13G and 13D with respect to the undersigned's
holdings of and transactions in securities
issued by the Companies, (b) revocation by the
undersigned in a signed writing delivered to the
foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such
attorney-in-fact shall no longer be
employed by the Companies.
IN WITNESS WHEREOF, the undersigned has cause
this Power of Attorney to be executed as
of this 8th day of September 2017.
Yours truly,
SVF Investments (UK) Limited
SVF GP (Jersey)Limited
SVF Holdings (UK) LLP
By: SoftBank Vision Fund L.P., its Managing Member
By: SVF GP (Jersey) Limited, its General Partner
SoftBank Vision Fund L.P., its Managing Member
By: SVF GP (Jersey) Limited, its General Partner
By: /s/ Brian Wheeler
Name: Brian Wheeler
Title: General Counsel