Sec Form 4 Filing - Hung David @ Axovant Sciences Ltd. - 2017-04-07

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 Hung David 2. Issuer Name and Ticker or Trading Symbol Axovant Sciences Ltd. [ AXON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Principal Executive Officer (Last) (First) (Middle) C/O AXOVANT SCIENCES, INC., 320 WEST 37TH STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/07/2017 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Employee Stock Option (Right to Buy) $ 15.13 04/07/2017 A 2,000,000 ( 1 ) 04/07/2027 Common Shares 2,000,000 $ 0 2,000,000 D Employee Stock Option (Right to Buy) $ 15.13 04/07/2017 A 2,000,000 ( 2 )( 3 ) 04/07/2027 Common Shares 2,000,000 $ 0 2,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hung David C/O AXOVANT SCIENCES, INC. 320 WEST 37TH STREET, 5TH FLOOR NEW YORK, NY10018 X Principal Executive Officer Signatures /s/Alison Haggerty, Attorney-in-Fact 04/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the common shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date. Vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason. ( 2 )This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date, but only if the 30-consecutive day volume-weighted average closing price of the Issuer's common shares equals or exceeds $100.00 per common share at any point during the 10-year term of the option. ( 3 )In the event that specified results from a clinical trial being conducted by the Issuer are not met by December 31, 2017, then the $100.00 per common share price referred to in footnote (2) will be reduced to $15.00 per common share. Subject to the achievement of the volume-weighted average closing price condition described herein, vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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