EXPLANATORY NOTE
This Amendment No. 1 (the “
Amendment
”) to Schedule 13D (the “
Schedule 13D
”) of Patrick Machado (the “
Reporting Person
”) relates to the Common Shares, $0.000017727 par value per share (the “
Common Shares
”), of Myovant Sciences Ltd. (the “
Issuer
”). Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), this Amendment No. 1 amends and supplements certain items of the prior report on Schedule 13D filed by the Reporting Person on June 4, 2019 relating to the Common Shares (the “
Original Schedule 13D
”). The Reporting Person previously reported beneficial ownership of Common Shares directly owned by Roivant Sciences Ltd. (“
Roivant
”) as a result of his status as a director of Roivant who meets certain independence criteria (an “
Independent Director
”). The Reporting Person is filing this amended Schedule 13D to report that, based on changes in the internal governance of Roivant, the Reporting Person is no longer deemed to beneficially own the Common Shares of the Issuer directly owned by Roivant. This Amendment thus constitutes an exit filing for the Reporting Person. 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 Person. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Person previously reported beneficial ownership of Common Shares on the Original Schedule 13D as a result of his appointment as an Independent Director and Roivant’s internal governance documents pursuant to which dispositions of the Common Shares required the approval of a majority of Roivant’s board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one Independent Director, that sole Independent Director and, absent the approval of at least two Independent Directors (or if only one Independent Director at such time the approval of that sole Independent Director), the unanimous approval of all Roivant principal shareholders. The Reporting Person is filing this Amendment as a result of an amendment to the bye-laws of Roivant of directors, pursuant to which dispositions of the Common Shares by Roivant require the approval of a majority of Roivant’s board of directors, including (i) at least one Independent Director, or (ii) if there is only one Independent Director that sole Independent Director, the approval of majority of Roivant’s shareholders. The Reporting Person is currently an Independent Director of Roivant. However, following such amendments, the vote of a majority of Roivant’s shareholders holding 5% or more of Roivant’s shares 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 Person is no longer deemed to beneficially own the Common Shares of the Issuer directly owned by Roivant.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information contained on each of the cover pages of this Schedule 13D and set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated herein by reference.
(a) - (b)
As reported in Item 4 above, the Reporting Person is no longer deemed to have beneficial ownership of the Common Shares owned directly by Roivant. The Reporting Person does not own any Common Shares directly. Roivant continues to own the 40,765,599 Common Shares previously reported directly owned by Roivant.
(c) Except as described in the Original Schedule 13D filed with the SEC on June 14, 2019, the Reporting Person has not effected any transactions in the Common Shares during the last 60 days.
(d) To the best knowledge of the Reporting Person, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person.
(e) On July 10, 2019, the Reporting Person ceased to be the beneficial owner of more than 5% of the Issuer’s Common Shares.
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