SEC Filing | Myovant Sciences Ltd.

Names of Reporting Persons.

QVT Financial LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware

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SC 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Myovant Sciences Ltd.

(Name of Issuer)

Common Stock, $0.000017727 par value per share

(Title of Class of Securities)

G637AM102

(CUSIP Number)

December 31, 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

CUSIP No. G637AM102

CUSIP No. G637AM102

CUSIP No. G637AM102


1.	Names of Reporting Persons. QVT Family Office Fund LP
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 Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 38,341,357
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,341,357
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 54.1%
12.	Type of Reporting Person (See Instructions) PN


Item 1(a).		Name of Issuer

		Myovant Sciences Ltd. (the “Issuer”)

Item 1(b).		Address of Issuer’s Principal Executive Offices

		The address of the Issuer’s principal executive offices is:

		Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom

Item 2(a).		Name of Person Filing
Item 2(b).		Address of Principal Business Office or, if none, Residence
Item 2(c).		Citizenship

		QVT Financial LP
		444 Madison Avenue, 21st Floor
		New York, New York 10022
		Delaware Limited Partnership

		QVT Financial GP LLC
		444 Madison Avenue, 21st Floor
		New York, New York 10022
		Delaware Limited Liability Company

		QVT Associates GP LLC
		444 Madison Avenue, 21st Floor
		New York, New York 10022
		Delaware Limited Liability Company

		QVT Family Office Fund LP
		190 Elgin Avenue
		George Town, Grand Cayman, KY1 9005 Cayman Islands
		Cayman Islands Limited Partnership

Item 2(d).		Title of Class of Securities

		Common stock, $0.000017727 par value per share (the “Common Stock”).

Item 2(e).		CUSIP Number

		The CUSIP number of the Common Stock is 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:

(a)		☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).


(c)		☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)		☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)		☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: .

Item 4. Ownership.

(a)		Amount beneficially owned as of December 31, 2018:

		The Reporting Persons do not directly own any shares of Common Stock. Roivant Sciences Ltd. (“Roivant”) directly holds the 38,341,357 Common Shares reported herein as beneficially owned by the Reporting Persons. As shareholders of Roivant, the Reporting Persons are filing this Schedule 13G because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of governance arrangements in Roivant’s bye-laws, namely, the appointment of one or more independent directors (within the meaning of that term under Roivant’s bye-laws) to Roivant’s board of directors. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities covered by this statement.

		The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 70,812,541 shares of Common Stock outstanding, which was the total number of shares issued and outstanding reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarterly period ended December 31, 2018, filed with the Securities and Exchange Commission on February 7, 2019.

(b)		Percent of class:

		See Item 11 of the Cover Pages to this Schedule 13G.

(c)		Number of shares as to which the person has:

		(i) Sole power to vote or to direct the vote

		0



		(ii) Shared power to vote or to direct the vote

		See item (a) above.

		(iii) Sole power to dispose or to direct the disposition of

		0

		(iv) Shared power to dispose or to direct the disposition of

		See item (a) above.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following….. ☐.

Item 6.

Ownership of More than Five 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

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.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not 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.

SIGNATURE

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: February 14, 2019


QVT FINANCIAL LP				QVT FAMILY OFFICE FUND LP

By QVT Financial GP LLC,				By QVT Associates GP LLC,
its General Partner				its General Partner

By: /s/ Tracy Fu				By: /s/ Tracy Fu
Name: Tracy Fu				Name: Tracy Fu
Title: Managing Member				Title: Managing Member

By: /s/ Meg Eisner				By: /s/ Meg Eisner
Name: Meg Eisner				Name: Meg Eisner
Title: Authorized Signatory				Title: Authorized Signatory

QVT FINANCIAL GP LLC				QVT ASSOCIATES GP LLC

By: /s/ Tracy Fu				By: /s/ Tracy Fu
Name: Tracy Fu				Name: Tracy Fu
Title: Managing Member				Title: Managing Member

By: /s/ Meg Eisner				By: /s/ Meg Eisner
Name: Meg Eisner				Name: Meg Eisner
Title: Authorized Signatory				Title: Authorized Signatory