MYOV Myovant Sciences Ltd

EXPLANATORY NOTE

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Schedule 13D amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “ SEC ”) on June 14, 2019 (the “ Schedule 13D ”) relating to the Common Shares, $0.000017727 par value per share (the “ Common Shares ”), of Myovant Sciences Ltd. (the “ Issuer ”). This Amendment No. 1 to the Schedule 13D constitutes an exit filing for the Reporting Persons. Due to changes in the internal governance of Roivant Sciences Ltd. (“ Roivant ”) relating to Roivant’s dispositive power over the Common Shares, the Reporting Persons are no longer deemed to beneficially own the Common Shares directly owned by Roivant. Roivant’s ownership of the Issuer’s Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration  

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

Item 4. Purpose of Transaction

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

“On July 10, 2019, the board of directors of Roivant adopted changes to Roivant’s internal governance concerning the disposition of the Common Shares and other matters relating to oversight of Roivant’s business and governance. Following the amendments adopted on July 10, 2019, disposition of the Common Shares requires either the approval of a majority of Roivant’s board, including (i) at least two directors meeting certain independence criteria (each, an “ Independent Director ” and, collectively, the “ Independent Directors ”) or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant’s shareholders holding 5% or more of Roivant’s shares (other than Vivek Ramaswamy) may override certain decisions of Roivant’s board of directors, including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders of Roivant no longer have the individual right to veto dispositive decisions of Roivant’s board of directors regarding disposition of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant.”

Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

“On July 10, 2019, each of the Reporting Persons ceased to the beneficial owner of more than five percent of the Common Shares.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in the Explanatory Note is hereby incorporated herein by reference.

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.