0001209191-19-031571.txt : 20190520 0001209191-19-031571.hdr.sgml : 20190520 20190520203540 ACCESSION NUMBER: 0001209191-19-031571 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190516 FILED AS OF DATE: 20190520 DATE AS OF CHANGE: 20190520 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: 001-38667 FILM NUMBER: 19840595 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: 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: 001-38667 FILM NUMBER: 19840596 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 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: 001-38667 FILM NUMBER: 19840597 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: 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: 001-38667 FILM NUMBER: 19840598 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: 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-16 0 0001740547 Urovant Sciences Ltd. UROV 0001716729 SVF Investments (UK) Ltd 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001699940 SoftBank Vision Fund L.P. AZTEC GROUP HOUSE 11-15 SETON PLACE ST. HELIER Y9 JE40QH JERSEY 0 0 1 0 0001716728 SVF GP (Jersey) Ltd AZTEC GROUP HOUSE 11-15 SETON PLACE ST. HELIER 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, par value $0.000037453 2019-05-16 4 P 0 5408 6.7896 A 22709077 I See Explanation Common Shares, par value $0.000037453 2019-05-17 4 P 0 6200 7.3615 A 22715277 I See Explanation Common Shares, par value $0.000037453 2019-05-20 4 P 0 8285 7.9833 A 22723562 I See Explanation Common Shares, par value $0.000037453 2019-05-20 4 P 0 1714 8.3867 A 22725277 I See Explanation The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Urovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 22,725,277 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, 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. The transaction was a series of open market purchases made in accordance with the safe harbor of Rule 10b-18 under 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 $6.70 to $6.93, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, 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 $7.03 to $7.85, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, 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. The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.35 to $8.35, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (7) 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 $8.36 to $8.47, inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (8) to this Form 4. Exhibit 24.1-Power of Attorney /s/ Karen Ubell, Attorney-in-Fact 2019-05-20 /s/ Karen Ubell, Attorney-in-Fact 2019-05-20 /s/ Karen Ubell, Attorney-in-Fact 2019-05-20 /s/ Karen Ubell, Attorney-in-Fact 2019-05-20 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Karen Ubell and Matthew Bartus, the undersigned's true
and lawful attorneys-in-fact and agent to:  (1) execute for and on behalf of the
undersigned, an officer, director or holder of 10% of more of a registered class
of securities of Urovant Sciences Ltd. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the rules thereunder and any form 13D or 13G; and (2)
do and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute such Form 3, 4 or 5 or any Form
13D or 13G, complete and execute any amendment or amendments thereto, and timely
file such forms or amendments with the United States Securities and Exchange
Commission and any stock exchange or similar authority. The undersigned hereby
grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation (subject to the
undersigned's written approval in each case), hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until
the earliest to occur of (a) 6 months from the date of its execution;
(b) the undersigned is no longer required to file Forms 3, 4 and 5 or 13G and
13D with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact shall no longer be employed by the
Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 20th day of May, 2019.

Yours Truly,

SVF INVESTMENTS (UK) LIMITED

By:     Amanda Sanchez-Barry

Name: 	Amanda Sanchez-Barry

Title: 	Director


SVF HOLDINGS (UK) LLP
By: Softbank Vision Fund L.P., its Managing Member
By: SVF GP (Jersey) Limited, Its General Partner

By:  	Ruwan Weerasekera

Name: 	Ruwan Weerasekera

Title: 	Director


SVF GP (JERSEY) LIMITED

By:  	Robert David Milner

Name: 	RD Milner

Title: 	Director


SOFTBANK VISION FUND L.P.
By: SVF GP (Jersey) Limited, Its General Partner

By:  	/s/ Ruwan Weerasekera

Name: 	Ruwan Weerasekera

Title: 	Director