(Amendment No. 3)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
|
CUSIP No.
G637AM102
|
13G/A
|
Page
2
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Global Investors LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
CUSIP No. G637AM102
|
13G/A
|
Page
3
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Global Performance LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
4
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
*
PN
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
5
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities II LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
PN
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
6
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
VGE III Portfolio Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
7
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Global Equities Master Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
8
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Long Fund GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
9
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Long Fund Master Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
CO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
10
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Global Opportunities GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
11
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Viking Global Opportunities Portfolio GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
12
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Opportunities Illiquid Investments Sub-Master LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
PN
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
13
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
O. Andreas Halvorsen
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
IN
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
14
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David C. Ott
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
IN
|
|
|
|
|
|
|
|
|
CUSIP No.
G637AM102
|
13G/A
|
Page
15
of
25
Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rose S. Shabet
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
*
(a)
☐
(b)
☒
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
38,341,357
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,341,357
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
*
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
56%
|
|
12
|
TYPE OF REPORTING PERSON
*
IN
|
|
|
|
|
|
|
|
Item 1(a)
.
Name of Issuer
:
Myovant Sciences Ltd.
Item 1(b)
.
Address of Issuer’s Principal Executive Offices
:
Suite 1, 3
rd
Floor
11-12 St. James’s Square
London, United Kingdom SW1Y 4LB
Item 2(a)
.
Name of Person Filing
:
Viking Global Investors LP (“VGI”),
Viking Global Performance LLC (“VGP”),
Viking Global Equities LP ("VGE"),
Viking Global Equities II LP ("VGEII"),
VGE III Portfolio Ltd. ("VGEIII"),
Viking Global Equities Master Ltd. (“VGEM”),
Viking Long Fund GP LLC (“VLFGP”),
Viking Long Fund Master Ltd. ("VLFM"),
Viking Global Opportunities GP LLC (“Opportunities
GP”),
Viking Global Opportunities Portfolio GP LLC (“Opportunities
Portfolio GP”),
Viking Global Opportunities Illiquid Investments
Sub-Master LP ("VGOP"),
O. Andreas Halvorsen, David C. Ott and
Rose S. Shabet (collectively, the "Reporting Persons")
Items 2(b)
.
Address of Principal Business Office
or, if none, Residence
:
The business address of each of the Reporting
Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
Items 2(c)
.
Citizenship
:
VGI, VGE and VGEII are Delaware limited
partnerships; VGP, VLFGP, Opportunities GP and Opportunities Portfolio GP are Delaware limited liability companies; VGEIII, VGEM
and VLFM are Cayman Islands exempted companies; VGOP is a Cayman Islands exempted limited partnership; O. Andreas Halvorsen is
a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the United States.
Item 2(d)
.
Titles of Classes of Securities
:
Common shares, $0.000017727 par value per share ("Common
Stock")
Item 2(e)
. CUSIP NUMBER: G637AM102
Item 3
.
If This Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a
:
|
|
(a)
|
[ ] Broker or dealer registered under Section 15 of the Exchange Act
|
|
|
(b)
|
[ ] Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
|
(c)
|
[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
|
(d)
|
[ ] Investment company registered under Section 8 of the Investment
Company Act of 1940
|
|
|
(e)
|
[ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
[ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
[ ] Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
|
[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act of 1940.
|
|
|
(j)
|
[ ] Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
|
|
(k)
|
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
Item 4
.
Ownership
A. VGI
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
B. VGP
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
C. VGE
|
|
(a)
|
Amount beneficially owned: 0
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
D. VGEII
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
E. VGEIII
|
|
(a)
|
Amount beneficially owned: 0
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
F. VGEM
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
G. VLFGP
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
H. VLFM
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
I. Opportunities GP
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
J. Opportunities Portfolio GP
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
K. VGOP
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
L. O. Andreas Halvorsen, David C. Ott
and Rose S. Shabet
|
|
(a)
|
Amount beneficially owned: 38,341,357
|
|
|
(b)
|
Percent of Class: 56%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 38,341,357
|
The percentages used herein and in this Item 4 are calculated
based upon the Issuer's quarterly report on Form 10-Q filed on November 8, 2018, which states that as of November 2, 2018 there
were 68,492,388 shares of Common Stock outstanding.
The Reporting Persons do not directly own any shares
of Common Stock. Roivant Sciences Ltd. ("Roivant") directly holds the 38,341,357 shares of Common Stock reported herein
as beneficially owned by the Reporting Persons. As shareholders of Roivant, the Reporting Persons are filing this Schedule 13G
because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the shares of Common Stock directly
held by Roivant by virtue of governance arrangements in
Roivant's bye-laws, namely, the appointment of one or
more independent directors (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. The filing
of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities
Exchange Act of 1934, as amended (the "Act"), the beneficial owners of any securities covered by this statement.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet
are Executive Committee Members of certain management entities, including Viking Global Partners LLC, the general partner of VGI
("VGPL"), VGP, VLFGP and Opportunities GP, the sole owner of Opportunities Portfolio GP. VGI provides managerial services
to various investment funds, including VGE, VGEII, VGEIII, VGEM, VLFM and VGOP. VGP is the general partner of VGE and VGEII and
the investment manager of VGEIII and VGEM. VLFGP serves as the investment manager of VLFM. Opportunities GP serves as the sole
member of Opportunities Portfolio GP. Opportunities Portfolio GP serves as the general partner of VGOP.
Item 5
.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6
.
Ownership of More than Five Percent on Behalf
of Another Person.
Yes, see Item 4.
Item 7
.
Identification and Classification of the Subsidiary
Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not applicable.
Item 8
.
Identification and Classification of Members
of the Group.
Not applicable.
Item 9
.
Notice of Dissolution of Group.
Not applicable
Item 10
.
Certification.
Not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2019
/s/ O. ANDREAS HALVORSEN
By: O. Andreas Halvorsen - individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II
LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP
LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES
GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS
SUB-MASTER LP.
/s/ DAVID C. OTT
By: David C. Ott - individually and as
an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf
of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf
of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP.
/s/ ROSE S. SHABET
By: Rose S. Shabet - individually and
as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf
of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee
Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf
of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP.
EXHIBIT A - JOINT FILING AGREEMENT
This joint filing agreement is made and entered
into as of this 10
th
day of January, 2019, by and among Viking Global Investors LP, Viking Global Performance LLC, Viking
Global Equities LP, Viking Global Equities II LP, VGE III Portfolio Ltd., Viking Global Equities Master Ltd., Viking Long
Fund GP LLC, Viking Long Fund Master Ltd., Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking
Global Opportunities Illiquid Investments Sub-Master LP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.
The parties hereby agree to jointly prepare
and file a Schedule 13G with respect to Myovant Sciences Ltd., as well as any amendments thereto, pursuant to the Securities Exchange
Act of 1934, as amended.
IN WITNESS WHEREOF, the parties hereto have
executed this agreement as of the date first set forth above.
Dated: January 10, 2019
/s/ O. ANDREAS HALVORSEN
By: O. Andreas Halvorsen - individually
and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive
Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II
LP, VGE III PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP
LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES
GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS
SUB-MASTER LP.
/s/ DAVID C. OTT
By: David C. Ott - individually and as
an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf
of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf
of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP
LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS
SUB-MASTER LP.
/s/ ROSE S. SHABET
By: Rose S. Shabet - individually and
as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf
of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf
of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP.