Sec Form 4 Filing - SVF Investments (UK) Ltd @ Arbutus Biopharma Corp - 2018-01-12

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 SVF Investments (UK) 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 69 GROSVENOR STREET, 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2018 (Street) LONDON, X0W1K 3JP 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 Series A Participating Convertible Preferred Shares $ 7.13 ( 1 ) ( 2 ) 01/12/2018 P 664,000 ( 1 ) ( 2 ) ( 1 )( 2 ) 10/16/2021( 1 )( 2 ) Common shares, no par value 13,025,536 ( 1 ) ( 2 ) $ 100 ( 1 ) ( 2 ) 1,164,000 I See footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SVF Investments (UK) Ltd 69 GROSVENOR STREET LONDON, X0W1K 3JP X SoftBank Vision Fund L.P. 69 GROSVENOR STREET LONDON, X0W1K 3JP X SVF Holdings (UK) LLP 69 GROSVENOR STREET LONDON, X0W1K 3JP X SVF GP (Jersey) Ltd AZTEC GROUP HOUSE 11-15 SEATON PLACE ST. HELIER, Y9JE4 0QH X Signatures /s/ Karen Ubell, Attorney-in-Fact 01/16/2018 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 01/16/2018 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 01/16/2018 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 01/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. ( 2 )Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. ( 3 )The Preferred Shares are directly beneficially owned by Roivant. The Reporting Persons (as defined below) do not directly own any Common Shares of Arbutus Biopharma Corporation (the "Issuer") or any Preferred Shares reported herein. The Reporting Persons acquired Roivant common shares on September 6, 2017. Roivant directly holds 16,013,540 Common Shares of the Issuer and the Preferred Shares reported herein. Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Preferred Shares require the approval of a majority of Roivant's board of directors; provided, however, that so long as there is at least one Independent Director as a member of the Roivant Board, of which there are currently two Independent Directors, (continued, see footnote 4) ( 4 )(continued from footnote 3) the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant board of directors including disposition of the Preferred Shares directly beneficially owned by Roivant. As a result, the Reporting Persons may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 5 )The Roivant common shares are held directly by SVF Investments (UK) Limited ("SVF Investments"), which is a wholly owned subsidiary of SVF Holdings (UK) LLP ("SVF Holdings"), which is a wholly owned subsidiary of SoftBank Vision Fund L.P. ("SoftBank Vision Fund"). SVF GP (Jersey) Limited ("SVF GP"), is the general partner of SoftBank Vision Fund. SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP are referred to herein collectively as the "Reporting Persons". 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.

Remarks: Exhibit 24.1 - Power of Attorney (incorporated by reference to Form 3 filed by the Reporting Persons on September 14, 2017)

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

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