UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Myovant Sciences Ltd.
(Name of Issuer)
Common Shares, par value $0.000017727 per share
(Title of Class of Securities)
G637AM102
(CUSIP Number)
March 19, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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. G637AM102
| (1) | Names of reporting persons
Takeda Pharmaceutical Company Limited | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Japan | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Takeda A/S (Denmark) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Denmark | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Takeda Pharma A/S (Denmark) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Denmark | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Takeda Europe Holdings B.V. (Netherlands) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Netherlands | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Takeda Pharmaceuticals U.S.A., Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Takeda Pharmaceuticals International AG | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Switzerland | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO, HC | |||||
CUSIP No. G637AM102
| (1) | Names of reporting persons
Millennium Pharmaceuticals, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,420,625 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,420,625 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,420,625 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
12.2% | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
Item 1(a) Name of issuer:
Myovant Sciences Ltd.
Item 1(b) Address of issuer’s principal executive offices:
Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom
2(a) Name of person filing:
Takeda Pharmaceutical Company Limited (“TPC”)
Takeda A/S (Denmark) (“TAS”)
Takeda Pharma A/S Denmark (“TPAS”)
Takeda Europe Holdings B.V. (Netherlands) (“TEHBV”)
Takeda Pharmaceuticals U.S.A., Inc. (“TPUSA”)
Takeda Pharmaceuticals International AG (“TPIZ”)
Millennium Pharmaceuticals, Inc. (“Millennium”)
2(b) Address or principal business office or, if none, residence:
The address of TPC is 12-10, NIHONBASHI 2-CHOME, CHUO-KU, TOKYO, M0, 103-8668
The address of TAS is DYBENDAL ALLE 10, 2630, TAASTRUP, G7
The address of TPAS is DYBENDAL ALLE 10, 2630, TAASTRUP, G7
The address of TEHBV is JUPITERSTRAAT 250, 2132 HK
The address of TPUSA is ONE TAKEDA PARKWAY, DEERFIELD, IL 60015
The address of TPIZ is THURGAUERSTRASSE 130, 8152 GLATTPARK-OPFIKON, ZURICH, V8 8152
The address of Millennium is 40 LANDSDOWNE STREET, CAMBRIDGE, MA 02139
2(c) Citizenship:
The citizenship of TPC is Japan
The citizenship of TAS is Denmark
The citizenship of TPAS is Denmark
The citizenship of TEHBV is Netherlands
The citizenship of TPUSA is the United States of America
The citizenship of TPIZ is Switzerland
The citizenship of Millennium is the United States of America
2(d) Title of class of securities:
Common Shares, par value $0.000017727 per share
2(e) CUSIP No.:
G637AM102
| Item 3. | If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
TPC, TAS, TPAS, TEHBV, TPUSA, TPIZ and Millennium
(a) Amount beneficially owned: 7,420,625.
(b) Percent of class: 12.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 7,420,625.
(ii) Shared power to vote or to direct the vote 7,420,625.
(iii) Sole power to dispose or to direct the disposition of 7,420,625.
(iv) Shared power to dispose or to direct the disposition of 7,420,625.
The percentages used herein and in this Item 4 are calculated based on 60,989,395 Common Shares outstanding as of February 9, 2018, as reported in the Issuer’s Form 10-Q for the quarterly period ended December 31, 2017.
On March 19, 2018, TPIZ sold 7,420,625 Common Shares of the Issuer to Millennium. As of the date of this filing: Millennium is owned by TPUSA; 41.05% of the outstanding common stock of TPUSA is owned by TPIZ and 58.95% of the outstanding common stock of TPUSA is owned by TPC; 86.831% of the outstanding shares of TPIZ are owned by TPAS and 13.1680% of the outstanding shares of TPIZ are owned by TEHBV; TPAS is owned by TAS”; 76.09% of the outstanding shares of TAS are owned by TPC and 23.91% of the outstanding shares of TAS are owned by TEHBV. TEHBV is wholly-owned by TPC.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.
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.
Dated: March 29, 2018
| Takeda Pharmaceutical Company Limited | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda A/S (Denmark) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharma A/S (Denmark) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Europe Holdings B.V. (Netherlands) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharmaceuticals U.S.A., Inc. | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharmaceuticals International AG | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Millennium Pharmaceuticals, Inc. | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
EXHIBIT A - JOINT FILING AGREEMENT
This joint filing agreement is made and entered into as of March 29, 2018, by and among Takeda Pharmaceutical Company Limited, Takeda A/S (Denmark), Takeda Pharma A/S Denmark, Takeda Europe Holdings B.V. (Netherlands), Takeda Pharmaceuticals U.S.A., Inc., Takeda Pharmaceuticals International AG and Millennium Pharmaceuticals, Inc.
The parties hereby agree to jointly prepare and file a Schedule 13G with respect to Myovant Sciences Ltd., as well as any amendments thereto, pursuant to the Securities Exchange Act of 1934, as amended.
Dated: March 29, 2018
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above
| Takeda Pharmaceutical Company Limited | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda A/S (Denmark) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharma A/S (Denmark) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Europe Holdings B.V. (Netherlands) | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharmaceuticals U.S.A., Inc. | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Takeda Pharmaceuticals International AG | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||
| Millennium Pharmaceuticals, Inc. | ||
| By: | /s/ Chad Diehl | |
| Name: Chad Diehl | ||
| Title: Attorney-in-fact | ||