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| FORM 4 |
| 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
| ( 1 )Upon the consummation of the Merger, each outstanding common share of the Issuer ("Common Share") was cancelled and converted into the right to receive $16.25 per share in cash, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.|
( 2 )Immediately prior to the consummation of the Merger, these securities were time-based restricted share units ("RSUs") subject to vesting and previously granted pursuant to the Issuer's 2017 Equity Incentive Plan. Upon the consummation of the Merger, each RSU, whether vested or unvested, that had not been settled in Common Shares prior to the effective time of the Merger was canceled and converted automatically into the right to receive $16.25 per each such RSU, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.
( 3 )Upon consummation of the Merger, each option to purchase Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger, whether vested or unvested, and that had an exercise price per Common Share that is less than $16.25 was cancelled and automatically converted into the right to receive a cash amount for each Common Share that is subject to such option that is equal to the difference between $16.25 and the per share exercise price of such option, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.
This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2020, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Urovant Sciences Ltd. (the "Issuer") with the Securities and Exchange Commission on November 13, 2020, and pursuant to which the Issuer became a wholly-owned subsidiary of Sumitovant Biopharma Ltd. (the "Merger"). The Merger was consummated on March 29, 2021.
|* 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).|