Sec Form 4 Filing - Roivant Sciences Ltd. @ Urovant Sciences Ltd. - 2019-12-27

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 Roivant Sciences Ltd. 2. Issuer Name and Ticker or Trading Symbol Urovant Sciences Ltd. [ UROV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 1, 3RD FLOOR, 11-12 ST. JAMES'S SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2019 (Street) LONDON, X0SW1Y 4LB 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, par value $0.000037453 per share 12/27/2019 S 22,860,013 D 0 I See Footnote ( 3 )

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 Roivant Sciences Ltd. SUITE 1 , 3RD FLOOR 11-12 ST. JAMES'S SQUARE LONDON, X0SW1Y 4LB X Signatures /s/ Marianne Romeo Dinsmore, as Authorized Signatory 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Transaction Agreement, dated as of October 31, 2019 (the "Transaction Agreement"), by and among Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo"), Roivant Sciences Ltd. ("Roivant") and certain subsidiaries of Roivant, Roivant agreed to (i) transfer to a wholly-owned subsidiary of Roivant all of the common shares of the Issuer that were beneficially owned by Roivant (the "Transferred Shares"), along with the equity interests owned by Roivant in four of its other subsidiaries, and at the closing of the transactions contemplated by the Transaction Agreement (the "Closing"), to transfer all of the shares of such wholly owned subsidiary to Sumitomo, (ii) grant Sumitomo options to purchase, subject to certain exceptions set forth in the Transaction Agreement, Roivant's existing equity interests in six other privately-held Roivant subsidiaries or affiliates and (iii) issue to Sumitomo common shares of Roivant. ( 2 )In exchange, Sumitomo made an approximately $3.0 billion (the "Sale Proceeds") upfront cash payment to Roivant upon the closing of the transactions contemplated by the Transaction Agreement. The Transaction Agreement did not contemplate an allocation of the Sale Proceeds with respect to the Transferred Shares. For reference, the closing market price of the Issuer's common shares as of October 31, 2019, the date on which Roivant agreed to transfer the Transferred Shares, was $9.54. ( 3 )Prior to the Closing, Roivant transferred the Transferred Shares to a wholly owned subsidiary of Roivant and, at the Closing, Roivant transferred all of the shares of such wholly-owned subsidiary to Sumitomo.

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