Statement of Changes in Beneficial Ownership (4)
March 10 2023 - 9:31AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Marek David C |
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd.
[
MYOV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Executive Officer |
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(Last)
(First)
(Middle)
C/O MYOVANT SCIENCES, INC., 2000 SIERRA POINT PARKWAY, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2023 |
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(Street)
BRISBANE, CA 94005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 3/10/2023 | | D(1) | | 95675 | D | (2) | 321924 | D | |
| Common Shares | 3/10/2023 | | D(1) | | 321924 | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Stock Options (Right to Buy) | $20.54 | 3/10/2023 | | D (1) | | | 306427 | (4) | 1/14/2031 | Common Shares | 306427 | (5) | 0 | D | |
| Stock Options (Right to Buy) | $17.88 | 3/10/2023 | | D (1) | | | 208218 | (6) | 4/14/2031 | Common Shares | 208218 | (5) | 0 | D | |
| Stock Options (Right to Buy) | $11.33 | 3/10/2023 | | D (1) | | | 204808 | (7) | 4/14/2032 | Common Shares | 204808 | (5) | 0 | D | |
| Performance Stock Unit | (8) | 3/10/2023 | | D (1) | | | 134567 | (8) | (8) | Common Shares | 134567 | (8) | 0 | D | |
| Explanation of Responses: |
| (1) | On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger"). |
| (2) | At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"). |
| (3) | Reflects restricted stock units ("RSUs"). Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time. |
| (4) | One-fourth of the options vested on January 15, 2022, and one-sixteenth of the options vest each quarter thereafter. |
| (5) | Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option. |
| (6) | One-fourth of the options vested on April 15, 2022, and one-sixteenth of the options vest each quarter thereafter. |
| (7) | One-fourth of the options are scheduled to vest on April 15, 2023, and one-sixteenth of the options are scheduled to vest each quarter thereafter. |
| (8) | Each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such PSUs (deeming performance goals as being satisfied) immediately prior to the Effective Time. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Marek David C
C/O MYOVANT SCIENCES, INC.
2000 SIERRA POINT PARKWAY, 9TH FLOOR
BRISBANE, CA 94005 | X |
| Principal Executive Officer |
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Signatures
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| /s/ Matthew Lang, Attorney-in-fact | | 3/10/2023 |
| **Signature of Reporting Person | Date |
| 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). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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