4//SEC Filing
Sumitomo Pharma Co., Ltd. 4
Accession 0000899243-23-007110
CIK 0001679082other
Filed
Mar 5, 7:00 PM ET
Accepted
Mar 6, 6:15 AM ET
Size
13.2 KB
Accession
0000899243-23-007110
Insider Transaction Report
Form 4
Dainippon Sumitomo Pharma Co Ltd
10% Owner
Transactions
- Other
Common Shares
2023-03-03−4,243,005→ 45,798,176 total(indirect: See Footnote) - Other
Option (Right to Acquire)
2023-03-03+1→ 1 total(indirect: See Footnote)Exercise: $27.00From: 2023-03-03Exp: 2023-03-30→ Common Shares (4,243,005 underlying)
Sumitovant Biopharma Ltd.
10% Owner
Transactions
- Other
Common Shares
2023-03-03−4,243,005→ 45,798,176 total(indirect: See Footnote) - Other
Option (Right to Acquire)
2023-03-03+1→ 1 total(indirect: See Footnote)Exercise: $27.00From: 2023-03-03Exp: 2023-03-30→ Common Shares (4,243,005 underlying)
Sumitomo Chemical Co., Ltd.
10% Owner
Transactions
- Other
Common Shares
2023-03-03−4,243,005→ 45,798,176 total(indirect: See Footnote) - Other
Option (Right to Acquire)
2023-03-03+1→ 1 total(indirect: See Footnote)Exercise: $27.00From: 2023-03-03Exp: 2023-03-30→ Common Shares (4,243,005 underlying)
Footnotes (3)
- [F1]On March 3, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") voluntarily returned to Roivant Sciences Ltd., a Bermuda exempted company limited by shares ("Roivant"), for no consideration, 4,243,005 common shares, par value $0.000017727 per share (each, a "Common Share") of Myovant Sciences Ltd. (the "Issuer") subject to that certain Share Return Agreement, dated as of December 27, 2019, by and among Sumitovant, Roivant and Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma") (the "Share Return"). In addition, Sumitovant, Sumitomo Pharma and Roivant agreed that, in the event that the Agreement and Plan of Merger, dated as of October 23, 2022 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), by and among the Issuer, Sumitovant, Zeus Sciences Ltd. and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma, is terminated in accordance with its terms, Roivant will return such Common Shares to Sumitovant.
- [F2]Sumitovant directly owns 45,798,176 Common Shares following the Share Return. Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma, which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Pharma and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Pharma and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.
- [F3]Contemporaneously with the Share Return, Roivant agreed to grant Sumitovant an option (the "Option") to purchase a number of Common Shares then owned by Roivant up to 4,243,005 Common Shares, at a price equal to $27.00 per Common Share. The Option may be exercised by Sumitovant at any time during the period beginning on March 3, 2023 and ending on March 30, 2023.
Documents
Issuer
Myovant Sciences Ltd.
CIK 0001679082
Entity typeother
IncorporatedJapan
Related Parties
1- filerCIK 0001446601
Filing Metadata
- Form type
- 4
- Filed
- Mar 5, 7:00 PM ET
- Accepted
- Mar 6, 6:15 AM ET
- Size
- 13.2 KB