0001144204-19-031542.txt : 20190619
0001144204-19-031542.hdr.sgml : 20190619
20190619182424
ACCESSION NUMBER: 0001144204-19-031542
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190617
FILED AS OF DATE: 20190619
DATE AS OF CHANGE: 20190619
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: 19907074
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: 19907075
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: 19907076
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
tv523822_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-06-17
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
2019-06-17
4
P
0
6541
8.5346
A
22848350
I
See footnotes
Common Shares
2019-06-18
4
P
0
6706
8.2107
A
22855056
I
See footnotes
Common Shares
2019-06-19
4
P
0
4957
8.1693
A
22860013
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 $8.11 to $8.70, 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 $8.09 to $8.29, 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 $8.00 to $8.27, inclusive.
/s/ Dexxon Holdings Ltd. by Dan Oren, Director
2019-06-19
/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO
2019-06-19
/s/ Dan Oren
2019-06-19