Amended Statement of Beneficial Ownership (sc 13d/a)
July 15 2019 - 9:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 7*
Axovant
Sciences Ltd.
(Name of Issuer)
Common
Shares, $0.00001 par value per share
(Title of Class of Securities)
G0750W104
(CUSIP
Number)
Andrew Genser
General Counsel
55 Railroad Avenue
Greenwich, Connecticut 06830
203-863-7050
|
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 10,
2019
(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 § 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required
in 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 (“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).
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Investors LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Performance LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Equities LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Equities II LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
VGE III Portfolio Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
CO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Equities Master Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
CO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Long Fund GP LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Long Fund Master Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
CO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Opportunities GP LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Opportunities Portfolio GP LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Delaware
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Viking Global Opportunities Illiquid Investments Sub-Master LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
O. Andreas Halvorsen
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
Norway
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
David C. Ott
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
United States
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
CUSIP No.
G0750W104
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
Rose S. Shabet
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
|
|
4.
|
Source of Funds (See Instructions)
|
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
____
|
|
6.
|
Citizenship or Place of Organization
|
United States
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
|
0
|
8.
|
Shared Voting Power
|
0
|
9.
|
Sole Dispositive Power
|
0
|
10.
|
Shared Dispositive Power
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
EXPLANATORY NOTE
Pursuant to Rule 13d-2
of the Securities Exchange Act of 1934, as amended, this Amendment No. 7 to the Schedule 13D amends certain items of the Schedule
13D filed with the Securities and Exchange Commission (the “
SEC
”) on July 13, 2016 (the “
Schedule 13D
”)
relating to the Common Shares, $0.00001 par value per share (the “
Common Shares
”), of Axovant Sciences Ltd.
(the “
Issuer
”). This Amendment No. 7 to the Schedule 13D constitutes an exit filing for the Reporting Persons.
Due to changes in the internal governance of Roivant Sciences Ltd. (“
Roivant
”) relating to Roivant’s dispositive
power over the Common Shares, the Reporting Persons are no longer deemed to beneficially own the Common Shares directly owned by
Roivant. Roivant’s ownership of the Issuer’s Common Shares remains unchanged and this filing is not being made as a
result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
Item 5(a) of the Schedule 13D is hereby amended
and restated as follows:
“On July 10, 2019, the board of directors
of Roivant adopted changes to Roivant’s internal governance concerning the disposition of the Common Shares and other matters
relating to oversight of Roivant’s business and governance. Following the amendments adopted on July 10, 2019, disposition
of the Common Shares requires either the approval of a majority of Roivant’s board, including (i) at least two directors meeting
certain independence criteria (each, an “
Independent Director
” and, collectively, the “
Independent
Directors
”) or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick
Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant’s shareholders holding
5% or more of Roivant’s shares (other than Vivek Ramaswamy) may override certain decisions of Roivant’s board of directors,
including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders
of Roivant no longer have the individual right to veto dispositive decisions of Roivant’s board of directors regarding disposition
of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant.”
Item 5(e) of the Schedule 13D is hereby amended
and restated as follows:
“On July 10, 2019, each of the Reporting
Persons ceased to the beneficial owner of more than five percent of the Common Shares.”
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information set forth in the Explanatory
Note is hereby incorporated herein by reference.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge,the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
July 12, 2019
|
By:
/s/ O. Andreas Halvorsen
|
|
By: O. Andreas Halvorsen - individually and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf
of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING
LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING
GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
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By:
/s/ David C. Ott
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By: David C. Ott - individually and as an Executive Committee Member
of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III PORTFOLIO
LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING
GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND
MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL
OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
By: /s/ Rose S. Shabet
By: Rose S. Shabet - individually and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP, VGE III
PORTFOLIO LTD. and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf
of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING
LONG FUND MASTER LTD., and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING
GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
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