Sec Form 4 Filing - SVF Investments (UK) Ltd @ Urovant Sciences Ltd. - 2019-05-24

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 SVF Investments (UK) 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) 69 GROSVENOR STREET, 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2019 (Street) LONDON, X0W1K 3JP 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/30/2019 P 6,951 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A $ 7.9726 ( 5 ) 22,766,543 I See Explanation ( 1 ) ( 2 ) ( 3 ) Common Shares, par value $0.000037453 05/30/2019 P 300 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A $ 8.9066 ( 6 ) 22,766,843 I See Explanation ( 1 ) ( 2 ) ( 3 ) Common Shares, par value $0.000037453 05/31/2019 P 5,071 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A $ 7.6991 ( 7 ) 22,771,914 I See Explanation ( 1 ) ( 2 ) ( 3 ) Common Shares, par value $0.000037453 06/03/2019 P 5,424 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A $ 7.7092 ( 8 ) 22,777,338 I See Explanation ( 1 ) ( 2 ) ( 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 SVF Investments (UK) Ltd 69 GROSVENOR STREET LONDON, X0W1K 3JP X SoftBank Vision Fund L.P. AZTEC GROUP HOUSE 11-15 SETON PLACE ST. HELIER, Y9JE40QH X SVF GP (Jersey) Ltd AZTEC GROUP HOUSE 11-15 SETON PLACE ST. HELIER, Y9JE40QH X SVF Holdings (UK) LLP 69 GROSVENOR STREET LONDON, X0W1K 3JP X Signatures /s/ Karen Ubell, Attorney-in-Fact 06/03/2019 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 06/03/2019 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 06/03/2019 Signature of Reporting Person Date /s/ Karen Ubell, Attorney-in-Fact 06/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Urovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 22,777,338 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Persons may be deemed to have beneficial ownership over the Common Shares held by Roivant. ( 2 )The Roivant common shares are held directly by SVF Investments (UK) Limited ("SVF Investments"), which is a wholly owned subsidiary of SVF Holdings (UK) LLP ("SVF Holdings"), which is a wholly owned subsidiary of SoftBank Vision Fund L.P. ("SoftBank Vision Fund"). SVF GP (Jersey) Limited ("SVF GP"), is the general partner of SoftBank Vision Fund. SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP are referred to herein collectively as the "Reporting Persons". SVF Holdings may be deemed to share dispositive power over the Common Shares as the sole shareholder of SVF Investments, SoftBank Vision Fund may be deemed to share dispositive power over the Common Shares as the Managing Member of SVF Holdings, and SVF GP may be deemed to share dispositive power over the Common Shares as the general partner of SVF Holdings. ( 3 )The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. ( 4 )The transaction was a series of open market purchases made by Roivant under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Exchange Act, and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act. ( 5 )The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.70 to $8.70, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (5) to this Form 4. ( 6 )The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.71 to $9.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (6) to this Form 4. ( 7 )The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.41 to $7.84, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (7) to this Form 4. ( 8 )The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.64 to $7.74, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (8) to this Form 4.

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).

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