0001209191-19-020327.txt : 20190319 0001209191-19-020327.hdr.sgml : 20190319 20190319165230 ACCESSION NUMBER: 0001209191-19-020327 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190318 FILED AS OF DATE: 20190319 DATE AS OF CHANGE: 20190319 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: 001-37418 FILM NUMBER: 19692021 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: SVF GP (Jersey) Ltd CENTRAL INDEX KEY: 0001716728 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37418 FILM NUMBER: 19692022 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4OQH BUSINESS PHONE: 6508435214 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4OQH 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: 001-37418 FILM NUMBER: 19692023 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 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: 001-37418 FILM NUMBER: 19692024 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-18 0 0001636050 Axovant Sciences Ltd. AXON 0001716729 SVF Investments (UK) Ltd 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001716728 SVF GP (Jersey) Ltd 69 GROSVENOR STREET 11-15 SEATON PLACE ST. Y9 JE40QH JERSEY 0 0 1 0 0001699940 SoftBank Vision Fund L.P. 69 GROSVENOR STREET 11-15 SEATON PLACE ST. Y9 JE40QH JERSEY 0 0 1 0 0001716727 SVF Holdings (UK) LLP 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 Common Shares 2019-03-18 4 P 0 6666667 1.50 A 105952381 I See Explanation The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Axovant Sciences Ltd. (the"Issuer"). Roivant Sciences Ltd. ("Roivant") directly holds the 105,952,381 Common Shares reported herein as beneficially owned by the Reporting Persons. Due to certain governance arrangements set forth in Roivant's bylaws, 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, have 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 24.1 - Power of Attorney (incorporated by reference in Form 3 filed by the Reporting Persons on September 14, 2017) /s/ Karen Ubell, Attorney-in-Fact 2019-03-19 /s/ Karen Ubell, Attorney-in-Fact 2019-03-19 /s/ Karen Ubell, Attorney-in-Fact 2019-03-19 /s/ Karen Ubell, Attorney-in-Fact 2019-03-19