0001144204-19-030612.txt : 20190611 0001144204-19-030612.hdr.sgml : 20190611 20190611181910 ACCESSION NUMBER: 0001144204-19-030612 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190607 FILED AS OF DATE: 20190611 DATE AS OF CHANGE: 20190611 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: 001-38667 FILM NUMBER: 19892046 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: 001-38667 FILM NUMBER: 19892047 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 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: 001-38667 FILM NUMBER: 19892048 MAIL ADDRESS: STREET 1: 1 DEXCEL STREET CITY: OR AKIVA STATE: L3 ZIP: 30600000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Urovant Sciences Ltd. CENTRAL INDEX KEY: 0001740547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 BUSINESS PHONE: 949-226-6029 MAIL ADDRESS: STREET 1: 5151 CALIFORNIA AVENUE STREET 2: SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 4 1 tv523411_4.xml OWNERSHIP DOCUMENT X0306 4 2019-06-07 0 0001740547 Urovant Sciences Ltd. UROV 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 Common Shares, $0.000037453 par value per share 2019-06-07 4 P 0 6649 7.965 A 22805109 I See footnotes Common Shares 2019-06-10 4 P 0 7500 8.3459 A 22812609 I See footnotes Common Shares 2019-06-11 4 P 0 7189 8.5817 A 22819798 I See footnotes 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 common shares (the "Common Shares") of Urovant Sciences Ltd. held by Roivant Sciences Ltd. ("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 Common 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 Common Shares owned directly by Roivant. The Reporting Persons do not directly own any Common Shares. The Reporting Persons disclaim beneficial ownership of the Common 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. Roivant informed the Reporting Persons that the transaction was a series of open market purchases made by Roivant under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in accordance with the safe harbor of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The purchases were made by Roivant and not the Reporting Persons. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.73 to $8.10, inclusive. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.89 to $8.68, inclusive. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $8.41 to $8.75, inclusive. /s/ Dexxon Holdings Ltd. by Dan Oren, Director 2019-06-11 /s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 2019-06-11 /s/ Dan Oren 2019-06-11