Sec Form 4 Filing - Valente Nancy @ Myovant Sciences Ltd. - 2022-10-26

Insider filing report for Changes in Beneficial Ownership
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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
Valente Nancy
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MYOVANT SCIENCES INC., 2000 SIERRA POINT PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2022
(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 10/26/2022 A 9,859( 1 )( 2 ) A $ 0 9,859 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Va lente Nancy
C/O MYOVANT SCIENCES INC.
2000 SIERRA POINT PARKWAY
BRISBANE, CA94005
X
Signatures
/s/ Matthew Lang, Attorney-in-fact 10/28/2022
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 as the annual non-employee director grant. The RSUs shall (x) vest in full on the earlier to occur of (i) October 26, 2023 and (ii) the date that is one day prior to the Issuer's 2023 annual shareholder meeting, subject in each case to the Reporting Person providing continuous service to the Issuer on such date, or (y) to the extent the RSUs have not vested as of the Effective Time, vest pro rata based on the number of days the Reporting Person has served since October 26, 2022 (by using 365 days for a full year), and the vested RSUs shall be entitled to the RSU Consideration as set forth in Section 2.04(b)(i) of the Merger Agreement, and the unvested RSUs shall be forfeited without consideration as of the Effective Time.
( 2 )Each capitalized term not defined above has the meaning assigned to it in that certain Agreement and Plan of Merger by and among the Issuer, Sumitovant Biopharma Ltd., Zeus Sciences Ltd., and, solely with respect to Article IX and Annex A, Sumitomo Pharma Co., Ltd. dated October 23, 2022 (the "Merger Agreement").

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