Statement of Changes in Beneficial Ownership (4)
August 16 2022 - 5:02PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Lang Matthew |
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd.
[
MYOV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel & Corp. Secy. |
(Last)
(First)
(Middle)
C/O MYOVANT SCIENCES INC., 2000 SIERRA POINT PARKWAY, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2022 |
(Street)
BRISBANE, CA 94005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 8/12/2022 | | A | | 124780 (1)(2) | A | $0.00 | 395180 | D | |
Common Shares | 8/15/2022 | | S | | 31214 (3) | D | $18.23 (4) | 363966 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The common shares are acquired or to be acquired upon the vesting of performance-based restricted stock units ("PSUs") granted to the Reporting Person on April 3, 2020. The PSUs were granted under the Issuer's 2016 Equity Incentive Plan and vest as follows: (i) 62,390 common shares underlying the PSUs vest upon the latter to occur of (a) the certification (the "Certification") by the Compensation Committee of the achievement of all of the performance milestones set forth in the applicable award agreement and (b) April 3, 2022, and (ii) 62,390 common shares underlying the PSUs vest upon the latter to occur of (a) the Certification by the Compensation Committee and (b) April 3, 2023, in each case, subject to the Reporting Person's continuous service to the Issuer or its affiliates on each such vesting date. |
(2) | On August 12, 2022, the Compensation Committee certified the achievement of all of the performance milestones, resulting in the immediate vesting of 62,390 common shares underlying the PSUs. The remaining 62,390 common shares underlying the PSUs will vest on April 3, 2023, subject to the Reporting Person's continuous service to the Issuer or its affiliates on that date. |
(3) | The common shares are sold by the Reporting Person to cover the tax obligation realized upon the vesting of common shares underlying the PSUs reported in Table I. |
(4) | The shares were sold at prices ranging from $18.22 to $18.23. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lang Matthew C/O MYOVANT SCIENCES INC. 2000 SIERRA POINT PARKWAY, 9TH FLOOR BRISBANE, CA 94005 |
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| General Counsel & Corp. Secy. |
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Signatures
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/s/ Matthew Lang | | 8/16/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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