Sec Form 13D Filing - SVF Investments (UK) Ltd filing for Urovant Sciences Ltd. (UROV) - 2018-10-10

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Urovant Sciences Ltd.

(Name of Issuer)

Common Shares, $0.000037453 par value per share

(Title of Class of Securities)

G9381B 108

(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)

October 1, 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 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).

The class of equity securities to which this statement relates is the common shares, $0.000037453 par value (the “Common Shares”), of Urovant Sciences Ltd., a Bermuda company (the “Issuer”). The address of the principal executive offices of the Issuer is Suite 1, 3rd Floor, 11-12 St. James’s Square, London, United Kingdom SW1Y 4LB.

The principal executive offices of SVF Investments and SVF Holdings is 69 Grosvenor Street, London, United Kingdom W1K 3JP. The principal executive office of SVF GP and Softbank Vision Fund is Aztec Group House, 11-15 Seaton Place, St. Helier, Jersey JE4 0QH.

The principal business of SVF GP is the management and control of the business of the SoftBank Vision Fund. The principal business of the SoftBank Vision Fund is to engage in making investments in securities of public and private companies. The principal business of SVF Investments and SVF Holdings is to directly hold securities of public and private companies, as determined by SVF GP, via SoftBank Vision Fund.

Each of Jonathan Bullock, Rajeev Misra, Simon King and Robert David Milner is a managing director of SVF GP. Messrs. Bullock, Misra, King and Milner are referred to collectively herein as the “Covered Persons.” The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.

The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.

Prior to the Issuer’s initial public offering, which closed on October 1, 2018 (the “IPO”), Roivant Sciences, Ltd. (“Roivant”) was the Issuer’s sole shareholder, directly owning 20,025,098 Common Shares. In connection with the IPO, Roivant agreed to purchase 2,678,571 Common Shares at an IPO price of $14.00 per share. Roivant acquired the Common Shares using cash on hand.

To the extent required by Item 4, the information contained in Items 3 above and 6 below is incorporated herein by reference.

Roivant directly owns the Common Shares that are the subject of this Schedule 13D. As shareholders of Roivant (following an acquisition effective September 6, 2017), the Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of governance arrangements in Roivant’s bye-laws.

Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of directors of Roivant (the “Roivant Board”). Effective October 18, 2016, Patrick Machado was appointed to the Roivant Board. Each of Dr. Lo and Mr. Machado is an “independent director” within the meaning of that term under Roivant’s bye-laws. As of the appointment of at least one independent director on the Roivant Board, SVF Investments, voting unanimously with the other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board under Roivant’s bye-laws, including with respect to dispositions of Common Shares (the “Override Right”). The Reporting Persons are filing this Schedule 13D because they may be deemed to have “dispositive power” and, therefore, beneficial ownership, over the Common Shares owned directly

by Roivant due to the Override Right. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any securities covered by this statement.

None of the Reporting Persons currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

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.

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 30,025,098 Common Shares outstanding following the closing of the Issuer’s IPO as reported in the Issuer’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on September 27, 2018, assuming no exercise of the 30-day option of the underwriters of the IPO to purchase additional Common Shares.

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.

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 Exchange Act the beneficial owners of the Common Shares.

Except as otherwise disclosed herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and any other person with respect to any securities of the Issuer.

Exhibit 1 – Agreement regarding Joint Filing of Schedule 13D

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: October 10, 2018

Appendix A

Covered Persons