Sec Form 4 Filing - Lang Matthew @ Myovant Sciences Ltd. - 2019-08-26

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 Lang Matthew 2. Issuer Name and Ticker or Trading Symbol Myovant Sciences Ltd. [ MYOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Corp. Secy. (Last) (First) (Middle) C/O MYOVANT SCIENCES INC., 2000 SIERRA POINT PARKWAY, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2019 (Street) BRISBANE, CA94005 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 08/26/2019 A 53,615 ( 1 ) A $ 0 53,615 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 Stock Option (Right to Buy) $ 11.3 08/26/2019 D 310,000 ( 2 ) ( 3 ) 07/16/2027 Common Shares 310,000 $ 0 0 D Stock Option (Right to Buy) $ 7.78 08/26/2019 A 310,000 ( 2 ) ( 3 ) 07/16/2027 Common Shares 310,000 $ 0 310,000 D Stock Option (Right to Buy) $ 21.87 08/26/2019 D 87,050 ( 2 ) ( 4 ) 04/15/2028 Common Shares 87,050 $ 0 0 D Stock Option (Right to Buy) $ 7.78 08/26/2019 A 87,050 ( 2 ) ( 4 ) 04/15/2028 Common Shares 87,050 $ 0 87,050 D Stock Option (Right to Buy) $ 24.44 08/26/2019 D 152,110 ( 2 ) ( 5 ) 04/04/2029 Common Shares 152,110 $ 0 0 D Stock Option (Right to Buy) $ 7.78 08/26/2019 A 152,110 ( 2 ) ( 5 ) 04/04/2029 Common Shares 152,110 $ 0 152,110 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lang Matthew C/O MYOVANT SCIENCES INC. 2000 SIERRA POINT PARKWAY, 9TH FLOOR BRISBANE, CA94005 General Counsel & Corp. Secy. Signatures /s/ Matthew Lang 08/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Common Shares are to be acquired upon the vesting of certain Restricted Stock Units ("RSUs") granted to the Reporting Person. The RSUs shall vest as follows: (i) 1/3 of the total shares subject to the RSUs shall vest at the later occurrence of (a) the achievement of certain milestones and (b) the first anniversary of the grant date; and (ii) 2/3 of the total shares subject to the RSUs shall vest as follows: 1/8 vesting on the first anniversary of the grant date and 7/8 vesting in seven even installments each quarter thereafter, provided the Reporting Person has provided continuous service to the Issuer or its affiliates on each such date. ( 2 )Each reported acquisition and disposition of an option for the like number of shares consisted of an amendment to an outstanding option, resulting in the deemed cancellation of the "old" option and grant of a replacement option. ( 3 )1/4 of the shares underlying the option vested on July 17, 2018, and 1/16 of the common shares underlying the option vest each quarter thereafter, subject to the Reporting Person providing continuous service to the Issuer or its affiliates on each such date. The replacement option provides that the Reporting Person cannot exercise the currently vested portion of the replacement option for 12 months commencing on August 26, 2019, subject to certain exceptions provided by the Reporting Person's applicable option agreement. ( 4 )1/4 of the common shares underlying this option vested on April 16, 2019, and 1/16 of the common shares underlying this option vest each quarter thereafter, provided the Reporting Person has provided continuous service to the Issuer or its affiliates on each such date. The replacement option provides that the Reporting Person cannot exercise the currently vested portion of the replacement option for 12 months commencing on August 26, 2019, subject to certain exceptions provided by the Reporting Person's applicable option agreement. ( 5 )1/4 of the common shares underlying this option vest on April 5, 2020, and 1/16 of the common shares underlying this option vest each quarter thereafter, provided the Reporting Person has provided continuous service to the Issuer or its affiliates on 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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