0001209191-19-036230.txt : 20190611
0001209191-19-036230.hdr.sgml : 20190611
20190611184646
ACCESSION NUMBER: 0001209191-19-036230
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: 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: 19892125
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: 19892126
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: 19892127
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: 19892128
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
2019-06-07
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
2019-06-07
4
P
0
6649
7.965
A
22805109
I
See Explanation
Common Shares, par value $0.000037453
2019-06-10
4
P
0
7500
8.3459
A
22812609
I
See Explanation
Common Shares, par value $0.000037453
2019-06-11
4
P
0
7189
8.5817
A
22819798
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 22,819,798 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 (the "Exchange Act"), or for any other purpose.
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 Exchange Act, and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.73 to $8.10, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 (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 $7.89 to $8.68, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.41 to $8.75, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 (7) to this Form 4.
/s/ Karen Ubell, Attorney-in-Fact
2019-06-11
/s/ Karen Ubell, Attorney-in-Fact
2019-06-11
/s/ Karen Ubell, Attorney-in-Fact
2019-06-11
/s/ Karen Ubell, Attorney-in-Fact
2019-06-11