Sec Form 13D Filing - SVF Investments (UK) Ltd @ Myovant Sciences Ltd.

Sec Form 13D Filing - SVF Investments (UK) Ltd filing for Myovant Sciences Ltd. (MYOV) - 2018-04-04

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Myovant Sciences Ltd.

(Name of Issuer)

Common Shares, par value $0.000017727 per share

(Title of Class of Securities)

G637AM102

(CUSIP Number)

Seok Oh

1 Circle Star Way, San Carlos, California 94070

(650) 562-8202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.		Name of Reporting Persons SVF Investments (UK) Limited
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (see instructions) OO - other
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization England and Wales

The calculation assumes that there are a total of 60,989,395 Common Shares issued and outstanding as of February 9, 2018, as reported on Myovant Sciences Ltd.’s (the “Issuer”) quarterly report on Form 10-Q for the three months ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018.

Page 2 of 8


1.		Name of Reporting Persons SVF Holdings (UK) LLP
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (see instructions) OO - other
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization England and Wales

*	The calculation assumes that there are a total of 60,989,395 Common Shares issued and outstanding as of February 9, 2018, as reported on the Issuer’s quarterly report on Form 10-Q for the three months ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018.

Page 3 of 8


1.		Name of Reporting Persons SoftBank Vision Fund L.P.
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (see instructions) OO - other
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Jersey

*	The calculation assumes that there are a total of 60,989,395 Common Shares issued and outstanding as of February 9, 2018, as reported on the Issuer’s quarterly report on Form 10-Q for the three months ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018.

Page 4 of 8


1.		Name of Reporting Persons SVF GP (Jersey) Limited
2.		Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (see instructions) OO - other
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Jersey

*	The calculation assumes that there are a total of 60,989,395 Common Shares issued and outstanding as of February 9, 2018, as reported on the Issuer’s quarterly report on Form 10-Q for the three months ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018.

Page 5 of 8

INTRODUCTORY NOTE

Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 1 (the “Amendment”) amends and supplements certain items of the Schedule 13D for the common shares, $0.000017727 par value (the “Common Shares”), of Myovant Sciences Ltd., a Bermuda company (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 2017 (the “Original Schedule 13D”). This Amendment is filed by SVF Investments (UK) Limited, a limited company organized under the laws of England and Wales (“SVF Investments”), which is a wholly owned subsidiary of SVF Holdings (UK) LLP, a limited liability partnership organized under the laws of England and Wales (“SVF Holdings”), which is a wholly owned subsidiary of SoftBank Vision Fund L.P., a limited partnership organized under the laws of Jersey (“SoftBank Vision Fund”). This Amendment is also filed by SVF GP (Jersey) Limited, a limited company organized under the laws of Jersey and the general partner of Softbank Vision Fund (“SVF GP” and, together with the SVF Investments, SVF Holdings and SoftBank Vision Fund, the “Reporting Persons”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

This Amendment amends and restates Item 3 of the Original Schedule 13D to read as follows:

“The Issuer, prior to its initial public offering in November 2016, was a subsidiary of Roivant Sciences Ltd. (“Roivant”). Roivant directly holds the 38,341,357 Common Shares reported herein as beneficially owned by the Reporting Persons, of which 37,231,342 Common Shares were held by Roivant prior to the Issuer’s initial public offering and 1,110,015 Common Shares were acquired pursuant to the Share Purchase Agreement (as defined in Item 5) at a price per share of $20.27, which price is equal to the closing price of the Issuer’s Common Shares on the New York Stock Exchange on April 2, 2018, for aggregate consideration of approximately $22,500,000.”

Item 4.

Purpose of Transaction.

This Amendment amends the Original Schedule 13D to add the following paragraph immediately before the final paragraph of Item 4 of the Original Schedule 13D:

“Roivant acquired 1,110,015 Common Shares of the Issuer (the “Purchased Shares”) on April 2, 2018 pursuant to the Share Purchase Agreement, by and between Roivant and the Issuer (the “Share Purchase Agreement”), at a price per share of $20.27, which price is equal to the closing price of the Issuer’s Common Shares on the New York Stock Exchange on April 2, 2018, for aggregate consideration of approximately $22,500,000, resulting in an increase in the percentage ownership of the Common Shares beneficially owned by the Reporting Persons of greater than 1%. The Purchased Shares were sold and issued without registration under the Securities Act of 1933 (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and in reliance on similar exemptions under applicable state laws.

The foregoing description of the Share Purchase Agreement is qualified in its entirety by this reference to the Share Purchase Agreement that is filed as Exhibit 1 hereto and is hereby incorporated by reference into this Item 4.”

Item 5.

Interest in Securities of the Issuer.

This Amendment amends and restates Item 5 of the Original Schedule 13D to read 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 is hereby incorporated herein by reference.

(a) – (b)

The Common Shares are directly beneficially owned by Roivant. The Reporting Persons may be deemed to have shared dispositive power, and therefore, beneficial ownership, over the 38,341,357 Common Shares owned directly by Roivant due to the Override Right. SVF Investments is a direct shareholder of Roivant and is one of the holders of the Override Right. Additionally, SVF Holdings may be deemed to share dispositive power over the Common Shares as the sole shareholder of SVF Investments, SoftBank Vision Fund may be deemed to share dispositive power over the Common Shares as the Managing Member of SVF Holdings, and SVF GP may be deemed to share dispositive power over the Common Shares as the general partner of SVF Holdings.

The percentage of outstanding Common Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of the cover sheet of this Schedule 13D. Such percentage was calculated based on an aggregate of 60,989,395 Common Shares issued and outstanding as of February 9, 2018, as reported on the Issuer’s quarterly report on Form 10-Q for the three months ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018.

Except as disclosed in this Schedule 13D, the Reporting Persons do not have the right to acquire any Common Shares, and do not presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that the Reporting Persons may be deemed to beneficially own.

Page 6 of 8

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of the Common Shares.

(c)	The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.

(d)	To the best knowledge of the Reporting Persons, 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 Persons.

(e)	Not applicable.

Item 7.

Material to Be Filed as Exhibits.

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

“Exhibit 1. Share Purchase Agreement, by and between Roivant Sciences Ltd and Myovant Sciences, Inc., dated April 2, 2018, incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Myovant Sciences, Inc. filed with the Securities and Exchange Commission on April 3, 2018.

Exhibit 99.1 Agreement regarding Joint Filing of Schedule 13D.”

Page 7 of 8

SIGNATURE

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.

Date: April 4, 2018

SVF HOLDINGS (UK) LLP

By: SOFTBANK VISION FUND L.P., its Managing Member

By: SVF GP (JERSEY) LIMITED, its General Partner


				By:		/s/ Karen Ubell
				Name:		Karen Ubell
				Title:		Attorney-in-Fact

				SOFTBANK VISION FUND L.P.

				By: SVF GP (JERSEY) LIMITED, its General Partner



				By:		/s/ Karen Ube ll
				Name:		Karen Ubell
				Title:		Attorney-in-Fact

				SVF GP (JERSEY) LIMITED

				By:		/s/ Karen Ubell
				Name:		Karen Ubell
				Title:		Attorney-in-Fact

Page 8 of 8

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

38,341,357 (see Item 5)