0001209191-19-037284.txt : 20190614 0001209191-19-037284.hdr.sgml : 20190614 20190614184711 ACCESSION NUMBER: 0001209191-19-037284 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: 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: 19900104 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: 19900105 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: 19900106 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: 19900107 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 2019-06-12 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 2019-06-12 4 P 0 7500 8.2992 A 22827298 I See Explanation Common Shares, par value $0.000037453 2019-06-13 4 P 0 7367 7.9466 A 22834665 I See Explanation Common Shares, par value $0.000037453 2019-06-14 4 P 0 7144 7.9107 A 22841809 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 22,841,809 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 $8.16 to $8.77, 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 $7.67 to $8.39, 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 $7.65 to $8.00, 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 2019-06-14 /s/ Karen Ubell, Attorney-in-Fact 2019-06-14 /s/ Karen Ubell, Attorney-in-Fact 2019-06-14 /s/ Karen Ubell, Attorney-in-Fact 2019-06-14