Sec Form 4 Filing - Dexxon Holdings Ltd. @ Arbutus Biopharma Corp - 2019-07-10

Insider filing report for Changes in Beneficial Ownership
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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
Arbutus Biopharma Corp [ ABUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See remarks
(Last) (First) (Middle)
1 DEXCEL STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/10/2019
(Street)
OR AKIVA, L330600000
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
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, L330600000
See remarks
Dexcel Pharma Technologies Ltd.
1 DEXCEL STREET
OR AKIVA, L33060000
See remarks
Oren Dan
1 DEXCEL STREET
OR AKIVA, L330600000
See remarks
Signatures
/s/ Dexxon Holdings Ltd. by Dan Oren, Director 07/12/2019
Signature of Reporting Person Date
/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 07/12/2019
Signature of Reporting Person Date
/s/ Dan Oren 07/12/2019
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
This Form 4 relates to the series A participating convertible preferred shares (the "Preferred Shares") of Arbutus Biopharma Corp. (the "Issuer"). On July 10, 2019, the board of directors of Roivant Sciences Ltd. ("Roivant") adopted changes to Roivant's internal governance concerning the disposition of the Preferred Shares and other matters relating to oversight of Roivant's business and governance. Following the amendments adopted on July 10, 2019, disposition of the Preferred Shares requires either the approval of a majority of Roivant's board, including (i) at least two directors meeting certain independence criteria (each, an "Independent Director" and, collectively, the "Independent Directors") or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant's shareholders holding 5% or more of Roivant's shares (other than Vivek Ramaswamy) may override certain decisions of Roivant's board of directors, including with respect to dispositions of Preferred Shares. As a result of these changes, the Reporting Persons and other major shareholders of Roivant no longer have the individual right to veto dispositive decisions of Roivant's board of directors regarding disposition of the Preferred Shares, and so have ceased to have beneficial ownership of the Preferred Shares directly owned by Roivant. Roivant's ownership of the Issuer's Preferred Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Preferred Shares of the Issuer by any party, including the Reporting Persons.

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