(1)  All share percentage calculations in this Amendment No. 5 to the Original Schedule 13D (as defined below) are based on 22,791,669 Common Shares, $0.00001 par value per share, of Axovant Gene Therapies Ltd. (the “Issuer”), issued and outstanding as of November 6, 2019, as disclosed by the Issuer on its quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019.

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EXPLANATORY NOTE

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 5 (“Amendment No. 5”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2018, as amended by Amendment No. 1 filed with the SEC on December 20, 2018, Amendment No. 2 filed with the SEC on March 19, 2019, Amendment No. 3 filed with the SEC on July 16, 2019, and Amendment No. 4 (“Amendment No. 4”) filed with the SEC on September 6, 2019 (as so amended, the “Original Schedule 13D”) relating to the Common Shares, $0.00001 par value per share (the “Common Shares”), of Axovant Gene Therapies Ltd. (the “Issuer”), which are beneficially owned by Roivant Sciences Ltd. (“Roivant” or the “Reporting Person”). This Amendment No. 5 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. 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:

Right of First Refusal

As contemplated by the previously announced memorandum of understanding between Roivant and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”), on October 31, 2019, Roivant, Sumitomo and certain of Roivant’s subsidiaries entered into a definitive agreement (the “Transaction Agreement”) related to the creation of a strategic alliance between the companies.  On December 27, 2019, in connection with the closing of the transactions contemplated by the Transaction Agreement (the “Transactions”), Roivant and Sumitomo entered into a Right of First Refusal and Notice Agreement (“Right of First Refusal and Notice Agreement”), pursuant to which Roivant granted Sumitomo a right of first refusal with respect to potential transfers of Common Shares of the Issuer held by Roivant (the “ROFR”). Among other things, the Right of First Refusal and Notice Agreement provided that Roivant must promptly deliver notice to Sumitomo if it desires to transfer Common Shares of Issuer and provide Sumitomo with an opportunity to make a matching offer for the subject shares in accordance with the terms and conditions set forth therein. The ROFR terminates on October 31, 2024.

Other than as described above, Roivant does not have current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.  Roivant may, at any time, review or reconsider its position with respect to the Issuer and reserves the right to develop or modify such plans or proposals, subject to the terms of the Right of Frist Refusal and Notice Agreement.  Notwithstanding the foregoing, Roivant does not intend to provide additional disclosures related to the matters related to the Right of First Refusal and Notice Agreement described herein unless and until disclosure is required under applicable U.S. securities laws.

The foregoing description of the Right of First Refusal and Notice Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Right of First Refusal and Notice Agreement, a copy of which is filed as Exhibit 7.07 to this Schedule 13D and which is incorporated herein by reference.

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 Right of First Refusal and Notice Agreement set forth in Item 4 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 6.

Item 7.                            Materials to be Filed as Exhibits

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SIGNATURES

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.

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