SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
03/19/2018
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3. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd.
[ MYOV ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
7,420,625 |
D
|
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Chad Diehl |
03/29/2018 |
|
/s/ Chad Diehl |
03/29/2018 |
|
** 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
5
(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 Number. |
POWER OF ATTORNEY
Know all by these present, that Takeda Pharmaceuticals U.S.A., Inc.
(the "Reporting Person") hereby constitutes and appoints each of Paul
Sundberg, Chad Diehl and Brett Budzinski, signing singly, as the Reporting
Person's true and lawful attorney-in-fact to:
(1) prepare, execute in the Reporting Person's name and on the Reporting
Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the Reporting Person to make electronic filings
with the SEC of Reports required by Sections 13 and 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) prepare and file on behalf of the Reporting Person any and all
reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4
and Form 5) that the Reporting Person may be required to file with the
SEC pursuant to the Securities Act of 1933, as amended (together with
the implementing regulations thereto, the "Act") and the Securities
Exchange Act of 1934, as amended (together with the implementing
regulations thereto, the "Exchange Act") (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or
transactions in, the securities of any entity whose securities are
beneficially owned (directly or indirectly) by the Reporting Person
("Portfolio Companies");
(3) do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any
such Reports, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock exchange
or similar authority;
(4) complete for and on behalf of the Reporting Person, execute in the
Reporting Person's name and on the Reporting Person's behalf, and
submit to the requestor thereof, any questionnaires, documents or
other materials that are requested in connection with any (i) equity
or debt offering by a Portfolio Company and (ii) exercise by the
Reporting Person of voting or proxy rights in connection with the
Reporting Person's equity ownership of any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
Reporting Person, it being understood that the documents executed by
such attorney-in-fact on behalf of the Reporting Person pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The Reporting Person hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if the legal representatives of the Reporting Person
were personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The Reporting Person
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Reporting Person, are not assuming nor relieving any of
the Reporting Person's responsibilities to comply with Section 13 or Section 16
of the Exchange Act. The Reporting Person acknowledges that none of the
foregoing attorneys-in-fact assume (i) any liability for the Reporting Person's
responsibility to comply with the requirements of the Act or the Exchange Act,
(ii) any liability of the Reporting Person for any failure to comply with such
requirements or (iii) any obligation or liability of the Reporting Person for
profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
Reporting Person is no longer required to file any Reports with respect to
the Reporting Person's ownership of, or transactions in, the securities of
Portfolio Companies, unless earlier revoked by the Reporting Person at any
time at its sole discretion. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to serve as an
employee of Takeda Pharmaceutical Company Limited or one of its
subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney
to become effective as of the date set forth below.
TAKEDA PHARMACEUTICALS U.S.A., INC.
By: /s/ Paul Sundberg
-------------------------
Name: Paul Sundberg
-----------------------
Title: Assistant Secretary
----------------------
Date: January 8, 2018
-----------------------
POWER OF ATTORNEY
Know all by these present, that Millennium Pharmaceuticals, Inc. (the
"Reporting Person") hereby constitutes and appoints each of Paul Sundberg, Chad
Diehl and Brett Budzinski, signing singly, as the Reporting Person's true and
lawful attorney-in-fact to:
(l) prepare, execute in the Reporting Person's name and on the Reporting
Person's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and
passwords enabling the Reporting Person to make electronic filings
with the SEC of Reports required by Sections 13 and 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) prepare and file on behalf of the Reporting Person any and all
reports, notices, communications and other documents (including, but
not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4
and Form 5) that the Reporting Person may be required to file with the
SEC pursuant to the Securities Act of 1933, as amended (together with
the implementing regulations thereto, the "Act") and the Securities
Exchange Act of 1934, as amended (together with the implementing
regulations thereto, the "Exchange Act") (collectively, the "Reports")
with respect to the Reporting Person's ownership of, or transactions
in, the securities of any entity whose securities are beneficially
owned (directly or indirectly) by the Reporting Person ("Portfolio
Companies");
(3) do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any
such Reports, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock exchange
or similar authority;
(4) complete for and on behalf of the Reporting Person, execute in the
Reporting Person's name and on the Reporting Person's behalf, and
submit to the requestor thereof, any questionnaires, documents or
other materials that are requested in connection with any (i) equity
or debt offering by a Portfolio Company and (ii) exercise by the
Reporting Person of voting or proxy rights in connection with the
Reporting Person's equity ownership of any Portfolio Company; and
(5) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
Reporting Person, it being understood that the documents executed by
such attorney-in-fact on behalf of the Reporting Person pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The Reporting Person hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the Reporting
Person might or could do if the legal representatives of the Reporting Person
were personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The Reporting Person
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Reporting Person, are not assuming nor relieving any of
the Reporting Person's responsibilities to comply with Section 13 or Section 16
of the Exchange Act. The Reporting Person acknowledges that none of the
foregoing attorneys-in-fact assume (i) any liability for the Reporting Person's
responsibility to comply with the requirements of the Act or the Exchange Act,
(ii) any liability of the Reporting Person for any failure to comply with such
requirements or (iii) any obligation or liability of the Reporting Person for
profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of Portfolio
Companies, unless earlier revoked by the Reporting Person at any time at its
sole discretion. This Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to serve as an employee of
Takeda Pharmaceutical Company Limited or one of its subsidiaries.
[Signature page follows]
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney
to become effective as of the date set forth below.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Fabien Dubois
-------------------------
Name: Fabien Dubois
-----------------------
Title: Head of Finance
----------------------
Date: 12/14/17
-----------------------
