Sec Form 4 Filing - VIKING GLOBAL PERFORMANCE LLC @ Axovant Gene Therapies Ltd. - 2019-07-10

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 VIKING GLOBAL PERFORMANCE LLC 2. Issuer Name and Ticker or Trading Symbol Axovant Gene Therapies Ltd. [ AXON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 55 RAILROAD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2019 (Street) GREENWICH, CT06830 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 VIKING GLOBAL PERFORMANCE LLC 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Viking Global Equities LP 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Viking Global Equities II LP 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner VGE III Portfolio Ltd. 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Viking Global Equities Master Ltd. 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Viking Long Fund GP LLC 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Viking Long Fund Master Ltd. 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner HALVORSEN OLE ANDREAS 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Ott David C. 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Shabet Rose Sharon 55 RAILROAD AVENUE GREENWICH, CT06830 Former 10% Owner Signatures /s/ O. Andreas Halvorsen 07/12/2019 Signature of Reporting Person Date /s/ David C. Ott 07/12/2019 Signature of Reporting Person Date /s/ Rose Shabet 07/12/2019 Signature of Reporting Person Date

Explanation of Responses:

Remarks: This Form 4 relates to the Common Shares, $0.00001 par value per share (the "Common Shares"), of Axovant Sciences Ltd. (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 Common Shares and other matters relating to oversight of Roivant's business and governance. Following the amendments adopted on July 10, 2019, disposition of the Common 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 Common 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 Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant. Roivant's ownership of the Issuer's Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons.

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