MYOV Myovant Sciences Ltd

(1)          All share percentage calculations in this Amendment No. 1 to the Schedule 13D are based on 89,481,733 Common Shares, $0.000017727 par value per share, of Myovant Sciences Ltd. (the “Issuer”), calculated by adding to the 72,057,490 Common Shares issued and outstanding as of March 31, 2019, 17,424,243 Common Shares (including 2,272,727 shares issued pursuant to the underwriters’ option to purchase additional Common Shares) issued in the Issuer’s underwritten public offering on June 4, 2019 (including 2,424,242 shares issued to Roivant Sciences Ltd.), as set forth in the Issuer’s final prospectus supplement filed with the Securities and Exchange Commission on May 31, 2019.

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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 describes changes in the internal governance of Roivant Sciences Ltd. (“ Roivant ” or the “ Reporting Person ”) relating to Roivant’s dispositive power over the Common Shares. 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. As a result of the changes in the internal governance of Roivant, Roivant’s shareholders previously disclosed in the Schedule 13D (SoftBank Vision Fund and certain affiliates (“ SoftBank ”), QVT Associates GP LLC and certain affiliates (“ QVT ”), Dexxon Holdings Ltd. and certain affiliates (“ Dexxon ”), Viking Global Investors LP and certain affiliates (“ Viking ”)) and Roivant’s Independent Directors (as defined below) are no longer deemed to beneficially own the Common Shares directly owned by Roivant. Additionally, based on other changes in Roivant’s internal governance relating to oversight of Roivant’s business and governance, SoftBank, QVT, Dexxon and Viking are no longer deemed to control Roivant within the meaning of Instruction C to Schedule 13D. These changes do not impact Roivant’s beneficial ownership of the Common Shares. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a)          Reporting Person (Roivant)

This Amendment No. 1 to the Schedule 13D is filed by Roivant, an exempted limited company incorporated under the laws of Bermuda. The principal business address of Roivant is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

Roivant aims to improve health by rapidly delivering innovative medicines and technologies to patients. Roivant does this by building Vants: nimble, entrepreneurial biotech and healthcare technology companies with a unique approach to sourcing talent, aligning incentives, and deploying technology to drive greater efficiency in research and development and commercialization.

Covered Persons

Roivant has a board of directors (such members of the board of directors collectively, the “ Covered Persons ”). Following changes to Roivant’s internal governance effective July 10, 2019 (as further described in Item 5 of this Amendment No. 1 to the Schedule 13D), Roivant’s shareholders SoftBank, QVT, Dexxon and Viking are no longer deemed to control Roivant within the meaning of Instruction C to Schedule 13D and thus are no longer included in the term “Covered Persons” in this Amendment No. 1 to the Schedule 13D. The principal business address of each of the Covered Persons is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. The name, present principal occupation and country of citizenship of each of the Covered Persons is set forth below, along with the principal business address of the employer of each of the Covered Persons.

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(b)          The principal business address of each of Roivant, as the Reporting Person, and the Covered Persons is set forth in Item 2(a) above.

(c)           The principal business and principal business address of Roivant, as the Reporting Person, is set forth in Item 2(a) above. Additionally, the present principal occupation of each of the Covered Persons and the name, principal business and address of the organizations in which such occupation is conducted is set forth in Item 2(a) above.

(d)          During the last five years, Roivant has not been convicted, and to Roivant’s knowledge, none of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last five years, Roivant has not been a party, and to Roivant’s knowledge, none of the Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person 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)            The place of organization of each of Roivant, as the Reporting Person, and the citizenship or place of organization, as applicable, of each of the Covered Persons is set forth in Item 2(a) above.

Item 5. Interest in Securities of the Issuer

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

(a)          Reporting Person (Roivant)

Roivant directly beneficially owns 40,765,599, or 45.6%, of the Common Shares, and has sole voting and dispositive power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant’s respective pecuniary interest therein. The internal governance changes within Roivant

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described in this Item 5 do not impact Roivant’s beneficial ownership of the Common Shares.

Independent Directors

On July 10, 2019, the board of directors of Roivant adopted changes to Roivant’s internal governance concerning Roivant’s dispositive power over the Common Shares and other matters relating to oversight of Roivant’s business and governance.  As a result of these changes, dispositions of the Common Shares require 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. Additionally, 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 the Roivant board of directors, including with respect to dispositions of Common Shares.

As a result of the above changes, each of Roivant’s independent directors and its shareholders SoftBank, QVT, Dexxon and Viking no longer has the individual right to veto dispositive decisions of Roivant’s board of directors, and so has ceased to have beneficial ownership of the Common Shares directly owned by Roivant.

All share percentage calculations in this Amendment No. 1 to the Schedule 13D are based on 89,481,733 Common Shares, calculated by adding to the 72,057,490 Common Shares issued and outstanding as of March 31, 2019, 17,424,243 Common Shares (including 2,272,727 shares issued pursuant to the underwriters’ option to purchase additional Common Shares) issued in the Issuer’s underwritten public offering on June 4, 2019 (including 2,424,242 shares issued to Roivant), as set forth in the Issuer’s final prospectus supplement filed with the SEC on May 31, 2019.

(b)          See rows 7-10 of the cover page to this Amendment No. 1 to the Schedule 13D for information regarding Roivant’s power to vote or direct the vote and its power to dispose or direct the disposition of the Common Shares. Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant’s knowledge, the Covered Persons do not beneficially own any Common Shares or have the right to acquire any Common Shares.

(c)           Roivant has not effected and, to Roivant’s knowledge, none of the Covered Persons has effected any transactions in the Common Shares since the date of the previous Schedule 13D filed with the SEC on June 14, 2019.

(d)          Except as disclosed in this Amendment No. 1 to the Schedule 13D and in the Schedule 13D, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the shares to which this Schedule 13D relates.

(e)           Not applicable.

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SIGNATURES

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.

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