0001144204-19-034598.txt : 20190712 0001144204-19-034598.hdr.sgml : 20190712 20190712165148 ACCESSION NUMBER: 0001144204-19-034598 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190710 FILED AS OF DATE: 20190712 DATE AS OF CHANGE: 20190712 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: 19953406 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: 19953407 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: 19953408 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: 5281 CALIFORNIA AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92617 BUSINESS PHONE: 949-226-6029 MAIL ADDRESS: STREET 1: 5281 CALIFORNIA AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92617 4 1 tv525130_4.xml OWNERSHIP DOCUMENT X0306 4 2019-07-10 1 0001740547 Urovant Sciences Ltd. UROV 0001636684 Dexxon Holdings Ltd. 1 DEXCEL STREET OR AKIVA L3 30600000 ISRAEL 0 0 0 1 See remarks 0001720007 Dexcel Pharma Technologies Ltd. 1 DEXCEL STREET OR AKIVA L3 3060000 ISRAEL 0 0 0 1 See remarks 0001636701 Oren Dan 1 DEXCEL STREET OR AKIVA L3 30600000 ISRAEL 0 0 0 1 See remarks This Form 4 relates to the common shares (the "Common Shares") of Urovant Sciences Ltd. (the "Issuer"). On July 10, 2019, the board of directors of Roivant Sciences Ltd. ("Roivant") adopted changes to Roivant's internal governance concerning the disposition of the Common Shares and other matters relating to oversight of Roivant's business and governance. Following the amendments adopted on July 10, 2019, disposition of the Common Shares requires either the approval of a majority of Roivant's board, including (i) at least two directors meeting certain independence criteria (each, an "Independent Director" and, collectively, the "Independent Directors") or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant's shareholders holding 5% or more of Roivant's shares (other than Vivek Ramaswamy) may override certain decisions of Roivant's board of directors, including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders of Roivant no longer have the individual right to veto dispositive decisions of Roivant's board of directors regarding disposition of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant. Roivant's ownership of the Issuer's Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons. /s/ Dexxon Holdings Ltd. by Dan Oren, Director 2019-07-12 /s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 2019-07-12 /s/ Dan Oren 2019-07-12