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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 )Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the common shares (the "Common Shares") of Urovant Sciences Ltd. held by Roivant Sciences Ltd. ("Roivant"). Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Common Shares.|
( 2 )Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Common Shares owned directly by Roivant. The Reporting Persons do not directly own any Common Shares. The Reporting Persons disclaim beneficial ownership of the Common Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.
( 3 )Roivant informed the Reporting Persons that the transaction was a series of open market purchases in accordance with the safe harbor of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
( 4 )The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $8.31 to $8.69, inclusive.
|* 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).|