Item 1.
Security and Issuer
This Schedule 13D relates to the common shares, $0.00001 par value (the “
Common Shares
”), of Axovant Sciences Ltd. (the “
Issuer
”). The principal executive offices of the Issuer are located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
Item 2.
Identity and Background
(a)
This Schedule 13D is being filed by Patrick Machado (the “
Reporting Person
”).
(b)
The address of the Reporting Person is c/o Roivant Sciences Ltd., Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
(c)
The Reporting Person serves on the board of directors of Chimerix, Inc., SCYNEXIS, Inc. and Inotek Pharmaceuticals Corporation, which are all publicly traded biopharmaceutical companies. The Reporting Person is also the chair of the board of directors of Armaron Bio Pty. Ltd., a privately held biotechnology company. The address of Chimerix, Inc. is 505 Meridian Parkway, Suite 100, Durham, North Carolina. The address of SCYNEXIS, Inc. is 101 Hudson Street, Suite 3610, Jersey City, New Jersey. The address of Inotek Pharmaceuticals Corporation is 91 Hartwell Avenue, Lexington, Massachusetts. The address of Armaron Bio Pty. Ltd. is Level 1/120 Jolimont Road, East Melbourne 3002 VIC Australia.
(d) - (e)
During the five years preceding the date of this filing, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Person is a citizen of the United States.
Item 3.
Source and Amount of Funds or Other Consideration
The Reporting Person does not directly own any Common Shares, and the 75,000,000 Common Shares reported herein are directly owned by Roivant Sciences Ltd. (“
Roivant”
). The Issuer, prior to its initial public offering on June 11, 2015, was a wholly-owned subsidiary of Roivant.
The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.
Item 4.
Purpose of Transaction
The Reporting Person is filing this Schedule 13D as a result of his appointment to the board of directors (the “
Board
”) of Roivant. As reported in Item 3 above, Roivant directly beneficially owns 75,000,000, or 75.6%, of the Common Shares of the Issuer. Pursuant to Roivant’s internal governance documents, following the appointment to Roivant’s Board of one or more directors meeting certain independence criteria (each an “
Independent Director
” and collectively the “
Independent Directors
”), dispositions of the Common Shares require the approval of a majority of Roivant’s Board, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director.
The Reporting Person was appointed as an Independent Director effective October 18, 2016. Roivant remains the direct owner of its 75,000,000 Common Shares.
As the approval of the Reporting Person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the Reporting Person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Common Shares directly beneficially owned by Roivant. Currently, the Reporting Person shares dispositive power over the Common Shares with the other Independent Director currently serving. This filing shall not be deemed an admission that the Reporting Person and any other Independent Director
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constitute a “group” for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended.
As an Independent Director who must approve any disposal by Roivant in the Common Shares (whether alone if no other Independent Director is serving at the same time or in conjunction with one other Independent Director then serving), the Reporting Person may review on an ongoing and continuing basis Roivant’s investment in the Issuer. The Reporting Person, in acting on Roivant’s behalf either alone or with other members of the Board, may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of the Reporting Person’s securities of the Issuer. Any transactions that the Reporting Person may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to such Reporting Person, tax considerations and other factors.
Other than as described above, the Reporting Person does not currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although the Reporting Person may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with its advisors, the Issuer or other persons).
Item 5.
Interest in Securities of the Issuer
The information contained on each of the cover pages of this Schedule 13D and set forth or incorporated in Items 2, 3, 4 and 6 are hereby incorporated herein by reference.
(a) - (b)
As an Independent Director with dispositive power over the Common Shares directly owned by Roivant, the Reporting Person may be deemed an indirect beneficial owner of the 75,000,000 Common Shares directly owned by Roivant, representing 75.6% of the issued and outstanding Common Shares of the Issuer.
The aggregate number of Common Shares beneficially owned by the Reporting Person and the numbers of Common Shares as to which the Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on lines 7 through 11 of the cover sheet of this Schedule 13D. The percentage of outstanding Common Shares that may be deemed to be beneficially owned by the Reporting Person is set forth on line 13 of the cover sheet of this Schedule 13D. Such percentage was calculated based on an aggregate of
99,161,719 Common Shares issued and outstanding as of August 12, 2016, as reported on the Issuer’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the Securities and Exchange Commission on August 15, 2016.
The Reporting Person disclaims beneficial ownership in all of the Common Shares reported herein, except to the extent of the Reporting Person’s respective pecuniary interest therein. Except as disclosed in this Schedule 13D, the Reporting Person does not beneficially own any Common Shares or have the right to acquire any Common Shares, and does not presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that the Reporting Person may be deemed to beneficially own.
(c)
Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the Common Shares during the last 60 days.
(d)
To the best knowledge of the Reporting Person, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Person.
(e)
Not applicable.
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