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 the 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).
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
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|
RA Capital Management, LLC
|
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
¨
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|
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
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Massachusetts
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
5.
|
Sole Voting Power
|
0 shares
|
|
|
6.
|
Shared Voting Power
|
3,711,549 shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
|
Shared Dispositive Power
|
3,711,549 shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,711,549 shares
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
|
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
5.4%
1
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
|
IA
|
1
The percentage calculation assumes that there are currently 68,492,388 outstanding shares of Common Stock of the Issuer, based
on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November 8, 2018.
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
|
|
Peter Kolchinsky
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(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 shares
|
|
|
6.
|
Shared Voting Power
|
3,711,549 shares
|
|
|
7.
|
Sole Dispositive Power
|
0 shares
|
|
|
8.
|
Shared Dispositive Power
|
3,711,549 shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,711,549 shares
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
|
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
5.4%
1
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
IN
|
1
The percentage calculation assumes that there are currently 68,492,388 outstanding shares of Common Stock of the Issuer, based
on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on November 8, 2018.
Item 1.
|
(a)
|
Name of Issuer:
Myovant Sciences Ltd. (the “Issuer”).
|
|
(b)
|
Address of the Issuer’s Principal Executive Offices:
Suite1, 3
rd
Floor, 11-12 St. James’s Square, London, United Kingdon, SW1Y 4LB.
|
Item 2.
(a)
Name
of Person Filing:
This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Dr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”), which owns 2,789,465 shares of the Issuer’s
Common Stock, and serves as investment adviser for a separately managed account (the “Account”), which owns 922,084
shares of the Issuer’s Common Stock. Dr. Kolchinsky is the manager of Capital. As the investment adviser to the Fund and
the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Act”), of any securities of the Issuer owned by the Fund or the Account. The Fund has delegated to Capital the sole
power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s
Common Stock reported herein. Because the Fund has divested itself of voting and investment power over the reported securities,
the Fund disclaims beneficial ownership of the reported securities for purposes of Section 13(d) of the Act and therefore
disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As the manager of Capital,
Dr. Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by Capital. Capital and Dr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement
(the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the
filing of the Statement shall not be deemed an admission that either Capital or Dr. Kolchinsky is or was the beneficial owner of
such securities for any other purpose.
(b)
Address
of Principal Business Office:
The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.
(c)
Citizenship:
Capital is a Massachusetts limited liability company. Dr. Kolchinsky is a United States citizen.
(d)
Title
and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP
Number:
G637AM102
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
(e) RA Capital Management, LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
|
Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover page(s).
|
|
|
(b)
|
Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
|
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(c)
|
Number of shares as to which such person has:
|
|
|
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(i)
|
sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
|
|
|
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(ii)
|
shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s).
|
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|
|
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(iii)
|
sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s).
|
|
|
|
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(iv)
|
shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s).
|
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Item 5.
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Ownership of Five Percent or Less of a Class:
|
Not applicable.
|
Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person:
|
Not applicable.
|
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person:
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the
Group:
|
Not applicable.
|
Item 9.
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Notice of Dissolution of Group:
|
Not applicable.
By signing below I hereby certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:
February 14
, 2019
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RA CAPITAL MANAGEMENT, LLC
|
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|
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By:
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/s/ Peter Kolchinsky
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Peter Kolchinsky
|
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Authorized Signatory
|
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
|
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement,
dated as of February 14, 2019, is by and among RA Capital Management, LLC and Peter Kolchinsky (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers
may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect
to Common Stock, par value $0.000017727 of Myovant Sciences Ltd. beneficially owned by them from time to time.
Pursuant to and in
accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to
file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further
agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement
may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers
may mutually agree.
Executed and delivered
as of the date first above written.
|
RA CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Peter Kolchinsky
|
|
|
|
Peter Kolchinsky
|
|
Authorized Signatory
|
|
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter Kolchinsky
|