Statement of Changes in Beneficial Ownership (4)
May 11 2020 - 4:02PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sumitomo Chemical Co., Ltd. |
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd.
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MYOV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
27-1, SHINKAWA 2-CHOME, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2020 |
(Street)
CHUO-KU, TOKYO, M0 104-8260
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/7/2020 | | P | | 35000 (1) | A | $12.6325 (2) | 48282693 | I | See Footnote (3) |
Common Stock | 5/8/2020 | | P | | 35000 (4) | A | $12.8307 (2) | 48317693 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This acquisition of a total of 35,000 ordinary shares on the open market is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on March 13, 2020 (the "10b5-1 Trading Plan"). |
(2) | The price reported in column 4 is the average stock price. |
(3) | Sumitovant Biopharma Ltd. ("Sumitovant") directly owns 48,282,693 shares of Common Stock. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo Dainippon"), which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein. |
(4) | This acquisition of a total of 35,000 ordinary shares on the open market is pursuant to the 10b5-1 Trading Plan. |
(5) | Sumitovant directly owns 48,317,693 shares of Common Stock. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon, which is a 51.76% owned subsidiary of Sumitomo Chemical. Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sumitomo Chemical Co., Ltd. 27-1, SHINKAWA 2-CHOME CHUO-KU, TOKYO, M0 104-8260 |
| X |
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Dainippon Sumitomo Pharma Co Ltd 6-8 DOSHOMACHI 2-CHOME CHUO-KU, OSAKA, M0 541-0045 |
| X |
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Sumitovant Biopharma Ltd. 11-12 ST. JAMES'S SQUARE SUITE 1 3RD FLOOR LONDON, X0 SW1Y 4LB |
| X |
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Signatures
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Sumitomo Chemical Co., Ltd.
By: /s/ Krunal Shah, as Attorney-in-Fact | | 5/11/2020 |
**Signature of Reporting Person | Date |
Sumitomo Dainippon Pharma Co., Ltd. By: Tsutomu Nakagawa, Senior Director, Global Corporate Strategy /s/ Tsutomu Nakagawa | | 5/11/2020 |
**Signature of Reporting Person | Date |
Sumitovant Biopharma Ltd. By: /s/ Krunal Shah, as Attorney-in-Fact | | 5/11/2020 |
**Signature of Reporting Person | Date |
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