0001104659-19-035736.txt : 20190614
0001104659-19-035736.hdr.sgml : 20190614
20190614183039
ACCESSION NUMBER: 0001104659-19-035736
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190612
FILED AS OF DATE: 20190614
DATE AS OF CHANGE: 20190614
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lo Andrew
CENTRAL INDEX KEY: 0001679076
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38667
FILM NUMBER: 19900079
MAIL ADDRESS:
STREET 1: C/O ALPHASIMPLEX GROUP, LLC
STREET 2: ONE CAMBRIDGE CENTER, 9TH FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
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
a4.xml
4
X0306
4
2019-06-12
0
0001740547
Urovant Sciences Ltd.
UROV
0001679076
Lo Andrew
C/O ROIVANT SCIENCES LTD. SUITE 1
3RD FLOOR, 11-12 ST. JAMES'S SQUARE
LONDON
X0
SW1Y 4LB
UNITED KINGDOM
0
0
1
0
Common Shares, par value $0.000037453 per share
2019-06-12
4
P
0
7500
8.2992
A
22827298
I
See footnotes
Common Shares, par value $0.000037453 per share
2019-06-13
4
P
0
7367
7.9466
A
22834665
I
See footnotes
Common Shares, par value $0.000037453 per share
2019-06-14
4
P
0
7144
7.9107
A
22841809
I
See footnotes
The transaction was a series of open market purchases made by Roivant Sciences Ltd. ("Roivant") under a trading plan established by Roivant pursuant to Rule 10b5-l under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act. The purchases were made by Roivant and not by the Reporting Person. See footnotes 3 and 4 for information on the Reporting Person's ownership via Roivant of the purchased Common Shares.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.16 to $8.77, inclusive. The reporting person undertakes to provide to Urovant Sciences Ltd. ("Urovant"), any security holder of Urovant, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (2) to this Form 4.
These Common Shares are directly beneficially owned by Roivant and indirectly beneficially owned by the Reporting Person. Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Common Shares require the approval of a majority of Roivant's board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director. The reporting person is an Independent Director of Roivant.
As the approval of the reporting person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Common Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the shares owned by Roivant, except to the extent of his respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the reporting person and any other Independent Director constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.67 to $8.39, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (5) to this Form 4.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.65 to $8.00, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (6) to this Form 4.
/s/ Andrew Lo
2019-06-14