SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. 2)*
Arbutus
Biopharma Corporation
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
03879J100
(CUSIP Number)
Seok Oh
1
Circle Star Way, San Carlos, California 94070
(650)
562-8202
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 12, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however,
see
the
Notes
).
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1.
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Name of
Reporting Persons
SVF Investments (UK) Limited
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
OO - other
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
England and Wales
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
16,013,540 (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,013,540 (see Item 5)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
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13.
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Percent of Class Represented by
Amount in Row 11
29.1% (Item 5)*
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14.
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Type of Reporting Person (see
instructions)
CO
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*
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The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11, 2018, as reported by Arbutus Biopharma Corporation (the Issuer) to Roivant Sciences Ltd.
(Roivant). This amount excludes 9,808,386 Common Shares underlying 500,000 shares of the Issuers series A participating convertible preferred shares (the Preferred Shares) acquired by Roivant on October 16, 2017
and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on the fourth anniversary of the
First Closing (October 16, 2021) (subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivants option).
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Page 2 of 8
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1.
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Name of
Reporting Persons
SVF Holdings (UK) LLP
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
OO - other
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
England and Wales
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
16,013,540 (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,013,540 (see Item 5)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
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13.
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Percent of Class Represented by
Amount in Row 11
29.1% (Item 5)*
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14.
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Type of Reporting Person (see
instructions)
PN
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*
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The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11, 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000
shares of the Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common
Shares until they become mandatorily convertible on the fourth anniversary of the First Closing (October 16, 2021) (subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit
earlier conversion at Roivants option).
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Page 3 of 8
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1.
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Name of
Reporting Persons
SoftBank Vision Fund L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
OO - other
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Jersey
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
16,013,540 (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,013,540 (see Item 5)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
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13.
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Percent of Class Represented by
Amount in Row 11
29.1% (Item 5)*
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14.
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Type of Reporting Person (see
instructions)
PN
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*
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The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11, 2018, as reported by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000
shares of the Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common
Shares until they become mandatorily convertible on the fourth anniversary of the First Closing (October 16, 2021) (subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit
earlier conversion at Roivants option).
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Page 4 of 8
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1.
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Name of
Reporting Persons
SVF GP (Jersey) Limited
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2.
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Check the Appropriate Box if a Member
of a Group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
OO - other
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Jersey
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
16,013,540 (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,013,540 (see Item 5)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (see instructions)
☐
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13.
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Percent of Class Represented by
Amount in Row 11
29.1% (Item 5)
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14.
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Type of Reporting Person (see
instructions)
CO
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*
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The calculation assumes that there are a total of 55,068,662 Common Shares outstanding as of January 11, 2018, as provided by the Issuer to Roivant. This amount excludes 9,808,386 Common Shares underlying 500,000
shares of the Preferred Shares acquired by Roivant on October 16, 2017 and 13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common
Shares until they become mandatorily convertible on the fourth anniversary of the First Closing (October 16, 2021) (subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit
earlier conversion at Roivants option).
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Page 5 of 8
INTRODUCTORY NOTE
Pursuant to
Rule 13d-2 under
the U.S. Securities Exchange Act of 1934, as amended (the
Act), this Amendment No. 2 (the Amendment) amends and supplements certain items of the Schedule 13D for the common shares, no par value (the Common Shares) of Arbutus Biopharma Corporation (the
Issuer), filed with the U.S. Securities and Exchange Commission (the SEC) on September 15, 2017, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on October 17, 2017 (the Original
Schedule 13D). This Amendment is being filed to report the closing on January 12, 2018 of the acquisition of the second and final tranche of the Issuers series A participating convertible preferred shares (the Preferred
Shares) by Roivant Sciences Ltd. (Roivant), pursuant to the subscription agreement, dated October 2, 2017 (the Subscription
Agreement), between Roivant and the Issuer. This Amendment is filed by SVF
Investments (UK) Limited, a limited company organized under the laws of England and Wales (SVF Investments), which is a wholly owned subsidiary of SVF Holdings (UK) LLP, a limited liability partnership organized under the laws of England
and Wales (SVF Holdings), which is a wholly owned subsidiary of SoftBank Vision Fund L.P., a limited partnership organized under the laws of Jersey (SoftBank Vision Fund). This Amendment is also filed by SVF GP (Jersey)
Limited, a limited company organized under the laws of Jersey and the general partner of Softbank Vision Fund (SVF GP and, together with the SVF Investments, SVF Holdings and SoftBank Vision Fund, the Reporting Persons). All
capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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This Amendment amends and restates Item 5 of the
Original Schedule 13D in its entirety to read as follows:
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 is hereby incorporated herein by reference.
(a) (b)
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The Common Shares are directly beneficially owned by Roivant. The Reporting Persons may be deemed to have shared dispositive power, and therefore, beneficial ownership, over the 16,013,540 Common Shares owned directly
by Roivant due to the Override Right. SVF Investments is a direct shareholder of Roivant and is one of the holders of the Override Right. Additionally, 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.
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The Reporting Persons will not beneficially own the Common Shares underlying the Preferred Shares
acquired in the First Closing (as defined in Item 6) or the Common Shares underlying the Preferred Shares to be acquired (subject to the applicable conditions in the Subscription Agreement) in the Second Closing (as defined in Item 6), until the
date that is 60 days prior to the date on which the Preferred Shares become convertible into the Common Shares, either automatically or at Roivants option pursuant to the terms of the Preferred Shares. As described in Item 6 of the Schedule
13D, the Preferred Shares will mandatorily convert into the Common Shares on the fourth anniversary of the First Closing, subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion
at Roivants option.
The percentage of outstanding Common Shares that may be deemed to be beneficially owned by each 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 55,068,662 Common Shares issued and outstanding as of January 11, 2018, as provided by the Issuer to Roivant. This amount
excludes 9,808,386 Common Shares (subject to adjustment pursuant to the conversion terms of the Preferred Shares, as described in Item 6 of the Schedule 13D) underlying 500,000 Preferred Shares acquired by Roivant on October 16, 2017 and
13,025,536 Common Shares underlying 664,000 Preferred Shares acquired by Roivant on January 12, 2018. The Preferred Shares are not convertible into the Common Shares until they become mandatorily convertible on the fourth anniversary of the
First (October 16, 2021) (subject to adjustment and subject to limited exceptions in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivants option). Therefore, the Common Shares underlying
such Preferred Shares are not deemed beneficially owned as described in this Item 5. The Reporting Persons disclaim beneficial ownership in all of the Common Shares reported herein, except to the extent of each Reporting Persons respective
pecuniary interest therein.
Except as disclosed in this Schedule 13D, the Reporting Persons do not have the right to acquire any Common
Shares, and do 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 Persons may be deemed to beneficially own.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of the Common Shares.
(c)
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The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Shares during
the past 60 days.
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Page 6 of 8
(d)
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To the best knowledge of the Reporting Persons, 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 Persons.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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This Amendment amends and supplements the Original Schedule 13D to add the following immediately before the first paragraph of Item 6 of the
Original Schedule 13D:
Pursuant to the Subscription Agreement, following the requisite approval of the shareholders of the Issuer at a
shareholder meeting held on January 11, 2018 and the satisfaction of other applicable conditions, on January 12, 2018, the Issuer issued 664,000 Preferred Shares to Roivant for an aggregate purchase price of $66.4 million (the
Second Closing), which Preferred Shares will initially be convertible into 13,025,536 Common Shares which conversion will occur mandatorily on the fourth anniversary of the First Closing (October 16, 2021) (subject to limited exceptions
in the event of certain transactions or fundamental changes that would permit earlier conversion at Roivants option).
Page 7 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 16, 2018
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SVF I
NVESTMENTS
(UK) L
IMITED
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By:
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/s/ Karen Ubell
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Name:
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Karen Ubell
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Title:
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Attorney-in-Fact
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SVF H
OLDINGS
(UK) LLP
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By:
S
OFT
B
ANK
V
ISION
F
UND
L.P.
,
its Managing Member
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By:
SVF GP (J
ERSEY
) L
IMITED
, its General Partner
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By:
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/s/ Karen Ubell
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Name:
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Karen Ubell
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Title:
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Attorney-in-Fact
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S
OFT
B
ANK
V
ISION
F
UND
L.P.
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By:
SVF GP (J
ERSEY
) L
IMITED
, its General Partner
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By:
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/s/ Karen Ubell
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Name:
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Karen Ubell
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Title:
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Attorney-in-Fact
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SVF GP (J
ERSEY
) L
IMITED
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By:
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/s/ Karen Ubell
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Name:
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Karen Ubell
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Title:
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Attorney-in-Fact
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Page 8 of 8
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