Sec Form 4 Filing - Nassif David W. @ Axovant Gene Therapies Ltd. - 2020-04-15

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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
Nassif David W.
2. Issuer Name and Ticker or Trading Symbol
Axovant Gene Therapies Ltd. [ AXGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Financial Officer
(Last) (First) (Middle)
C/O AXOVANT GENE THERAPIES LTD., 11 TIMES SQUARE, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2020
(Street)
NEW YORK, NY10036
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
Stock Option (Right to Buy) $ 3.45 04/15/2020 A 78,900 ( 1 ) 04/14/2030 Common Shares 78,900 $ 0 78,900 D
Restricted Stock Units ( 2 ) 04/15/2020 A 52,600 ( 3 ) ( 3 ) Common Shares 52,600 $ 0 52,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nassif David W.
C/O AXOVANT GENE THERAPIES LTD.
11 TIMES SQUARE, 33RD FLOOR
NEW YORK, NY10036
Principal Financial Officer
Signatures
/s/ Alison Haggerty, Attorney-In-Fact 04/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests over a period of four years with 25% of the common shares underlying the option vesting on April 15, 2021 and the remainder vesting in 12 equal quarterly installments thereafter, subject to Reporting Person providing continuous service to the Issuer on each such date. The option allows for early exercise, subject to the Issuer's repurchase option with respect to any unvested common shares. All common shares underlying the option will become fully vested upon a change in control, as that term is defined in the Issuer's 2015 Equity Incentive Plan.
( 2 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock.
( 3 )One-third of the common shares underlying the restricted stock unit shall vest on April 15, 2021, April 15, 2022 and April 15, 2023, subject to the Reporting Person providing continuous service to the Issuer through each such date.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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