Sec Form 4 Filing - Dexxon Holdings Ltd. @ Urovant Sciences Ltd. - 2019-05-16

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dexxon Holdings Ltd. 2. Issuer Name and Ticker or Trading Symbol Urovant Sciences Ltd. [ UROV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 DEXCEL STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2019 (Street) OR AKIVA, L33060000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, $0.000037453 par value per share 05/16/2019 P 5,408 ( 3 ) A $ 6.7896 ( 4 ) 22,709,077 I See footnotes ( 1 ) ( 2 ) Common Shares 05/17/2019 P 6,200 ( 3 ) A $ 7.3615 ( 5 ) 22,715,277 I See footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dexxon Holdings Ltd. 1 DEXCEL STREET OR AKIVA, L33060000 X Dexcel Pharma Technologies Ltd. 1 DEXCEL STREET OR AKIVA, L33060000 X Oren Dan 1 DEXCEL STREET OR AKIVA, L33060000 X Signatures /s/ Dexxon Holdings Ltd. by Dan Oren, Director 05/20/2019 Signature of Reporting Person Date /s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 05/20/2019 Signature of Reporting Person Date /s/ Dan Oren 05/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the common shares (the "Common Shares") of Urovant Sciences Ltd. held by Roivant Sciences Ltd. ("Roivant"). Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Common Shares. ( 2 )Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Common Shares owned directly by Roivant. The Reporting Persons do not directly own any Common Shares. The Reporting Persons disclaim beneficial ownership of the Common Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. ( 3 )Roivant informed the Reporting Persons that the transaction was a series of open market purchases in accordance with the safe harbor of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. ( 4 )The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $6.70 to $6.93, inclusive. ( 5 )The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.03 - $7.85, inclusive.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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