EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 4 (“Amendment No. 4”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2019, as amended by Amendment No. 1 filed with the SEC on July 16, 2019, Amendment No. 2 filed with the SEC on September 6, 2019 and Amendment No. 3 filed with the SEC on November 4, 2019 (as so amended, the “Original Schedule 13D”) relating to the Common Shares, $0.000017727 par value per share (the “Common Shares”), of Myovant Sciences Ltd. (the “Issuer”), which are beneficially owned by Roivant Sciences Ltd. (“Roivant” or the “Reporting Person”). The purpose of this Amendment No. 4 is to report (i) the execution of the Stock Purchase Agreement referred to below and (ii) open-market purchases by Roivant of an aggregate of 243,812 Common Shares. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. The Stock Purchase Agreement and open-market purchases were executed in connection with the satisfaction of certain closing conditions to the transactions contemplated by the previously disclosed Transaction Agreement entered into between Roivant, certain of its wholly-owned subsidiaries and Sumitomo Dainippon Pharma Co., Ltd. on October 31, 2019. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended to add the following:
Stock Purchase Agreement
On November 25, 2019, Roivant and Millennium Pharmaceuticals, Inc. (“Millennium”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Roivant agreed to purchase an aggregate of 3,500,000 Common Shares from Millennium at a price of $15.00 per Common Share, which equates to an aggregate purchase price of $52.5 million. The Stock Purchase Agreement provides that these Common Shares will be delivered to Roivant within 10 calendar days following execution of the Stock Purchase Agreement (or a later date as mutually agreed by the parties).
The foregoing description of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 7.05 to this Schedule 13D and which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The first sentence of Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows:
Roivant directly beneficially owns 44,509,411, or 49.7%, of the Common Shares (including the 3,500,000 Common Shares that will be acquired pursuant to the Stock Purchase Agreement described above), and has sole voting and dispositive power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant’s respective pecuniary therein.
The last sentence of Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows:
All share percentage calculations in this Amendment No. 4 are based on 89,623,564 Common Shares, $0.000017727 par value per share, of the Issuer, issued and outstanding as of September 30, 2019, as disclosed by the Issuer on its quarterly report on Form 10-Q, as filed with the SEC on November 12, 2019.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended to add the following:
The description of the Stock Purchase Agreement and the transactions set forth in Item 4 is incorporated by reference herein.
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