SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lang Matthew

(Last) (First) (Middle)
C/O MYOVANT SCIENCES INC.
2000 SIERRA POINT PARKWAY, 9TH FLOOR

(Street)
BRISBANE CA 94005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV ]
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.
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 08/12/2022 A 124,780(1)(2) A $0.00 395,180 D
Common Shares 08/15/2022 S 31,214(3) D $18.23(4) 363,966 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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.
Remarks:
/s/ Matthew Lang 08/16/2022
** 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).
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