Sec Form 4 Filing - Nassif David W. @ Axovant Gene Therapies Ltd. - 2020-06-15

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) 06/15/2020 (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 Common Shares 06/11/2020 A 15,060 A $ 0 24,210 ( 1 ) D Common Shares 06/11/2020 F 5,266 D $ 3.25 18,944 ( 1 ) D

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 Restricted Stock Units ( 2 ) 06/12/2020 D 15,060 ( 3 ) ( 3 ) Common Shares 15,060 $ 0 15,060 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 06/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 9,150 shares of Common Stock owned by the reporting person prior to his appointment as a Section 16 officer but was not previously reported. ( 2 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 3 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock. 50% of the common shares underlying the restricted stock units vested on January 31, 2020 but settlement of such portion of the restricted stock units was delayed until transactions acceptable under the Issuer's insider trading policy were permitted.

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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