The Reporting Persons are filing this Schedule 13D as a result of their status as
shareholders of Roivant Sciences Ltd. (
Roivant
); by virtue of governance arrangements in Roivants
bye-laws,
the Reporting Persons may be deemed to have dispositive power over and,
therefore, beneficial ownership of, the Common Shares held by Roivant. The Reporting Persons do not directly own any Common Shares and are not party to any agreement with the Issuer. As disclosed in Roivants Schedule 13G filed with the
Securities and Exchange Commission (the
SEC
) on February 10, 2017, Roivant was the majority shareholder of the Issuers Common Shares prior to its initial public offering, completed on October 26, 2016, and as such,
Roivant, and, by virtue of their indirect beneficial ownership, the Reporting Persons, were eligible to file reports on Schedule 13G after the initial public offering pursuant to Rule
13d-1(d)
under the
Securities Exchange Act of 1934, as amended (the
Exchange Act
). The Reporting Persons are filing this Schedule 13D because, following Roivants direct acquisition of 2,424,242 Common Shares on June 4, 2019, as reported
in Item 3 of this Schedule 13D (which represented an increase in Roivants holdings of the Common Shares of more than 2% of the total number of Common Shares outstanding), Roivant and the Reporting Persons are no longer eligible to file reports
on Schedule 13G with respect to the Issuer.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Shares, $0.000017727 par value per share (the
Common Shares
), of Myovant Sciences
Ltd. (the
Issuer
). The principal executive offices of the Issuer are located at Suite 1, 3rd Floor,
11-12
St. Jamess Square, London SW1Y 4LB, United Kingdom.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (
QVT Financial
), QVT Financial GP
LLC, a Delaware limited liability company, QVT Financial Investment Cayman Ltd. (the
Fund
), a Cayman Islands limited company, and QVT Associates GP LLC, a Delaware limited liability company (collectively, the
Reporting
Persons
).
The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT Associates GP LLC are located at 444
Madison Avenue, 21st Floor, New York, New York 10022. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman Islands. QVT Financial GP LLC is the general partner of
QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financials principal business is investment management, and it may be deemed to beneficially own the Common
Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of certain other funds managed by QVT Financial LP, may also
be deemed to beneficially own the Common Shares reported as beneficially owned herein.
Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy
Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu are referred to collectively herein as the
Covered Persons
. The business addresses and principal occupations of each of
the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.
(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Persons nor any of
the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. Each of the Covered Persons is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons do not directly own any Common Shares, and the 40,765,599 Common Shares reported herein are directly owned by Roivant.
Prior to the Issuers initial public offering on October 26, 2016, Roivant was the Issuers majority shareholder. On
June 4, 2019, upon the closing of the Issuers underwritten public offering of Common Shares conducted pursuant to a registration statement on Form
S-3
(the
Offering
), Roivant
purchased an additional 2,424,242 Common Shares from the underwriters of the Offering at the public offering price of $8.25 per share. Roivant purchased the Common Shares using cash on hand.
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