UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Schedule 13D relates to the Common Shares of the Issuer. The principal executive offices of the Issuer are located at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

Item 2.

Identity and Background

(a)         Reporting Person (Roivant)

This Schedule 13D is filed by Roivant, an exempted limited company incorporated under the laws of Bermuda. The principal business address of Roivant is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

Roivant aims to improve health by rapidly delivering innovative medicines and technologies to patients. Roivant does this by building Vants: nimble, entrepreneurial biotech and healthcare technology companies with a unique approach to sourcing talent, aligning incentives, and deploying technology to drive greater efficiency in research and development and commercialization.

Covered Persons

Roivant Covered Persons

Roivant has a board of directors (collectively, the “Roivant Covered Persons”). The principal business address of each of the Roivant Covered Persons is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. The name, present principal occupation and country of citizenship of each of the Roivant Covered Persons is set forth below, along with the principal business address of the employer of each of the Roivant Covered Persons.

Name

Principal Business
Address of Employer

Present Principal Occupation

Citizenship

Sakshi Chhabra

69 Grosvenor Street
London X0 W1K3JP, United Kingdom

Director, SoftBank Investment Advisers

India

Andrew Lo

c/o Roivant Sciences Ltd., Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom

Charles E. and Susan T. Harris Professor, MIT Sloan School of Management; Director of the MIT Laboratory for Financial Engineering; Principal Investigator at the MIT Computer Science and Artificial Intelligence Laboratory

United States

Patrick Machado

c/o Roivant Sciences Ltd., Suite 1, 3rd Floor, 11-12 St.

Chairman, Armaron Bio Pty. Ltd.; Director, Chimerix, Inc.; Director,

United States

James’s Square, London SW1Y 4LB, United Kingdom

SCYNEXIS, Inc.; Director, Adverum Biotechnologies, Inc.; Director, Therachon AG; Director, Auransa, Inc.; Director, Turnstone Biologics; Director, Turning Point Therapeutics, Inc.; Director, Principia Biopharma Inc.

Keith Manchester, M.D.

444 Madison Avenue, 21st Floor, New York, New York 10022

Managing Director and Head of Life Sciences, QVT Financial LP

United States

Ilan Oren

1 Dexcel Street, Or Akiva, 3060000, Israel

Vice President, Business Development, Dexcel Pharma Technologies Ltd.

Israel

Vivek Ramaswamy

c/o Roivant Sciences Ltd., Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom

President and Chief Executive Officer, Roivant Sciences, Inc.

United States

Item 3.

Source and Amount of Funds or Other Consideration

Prior to the Issuer’s initial public offering on October 26, 2016, Roivant was the Issuer’s majority shareholder, directly owning 37,231,342 Common Shares. On June 4, 2019, upon the closing of the Issuer’s underwritten public offering of Common Shares conducted pursuant to a registration statement on Form S-3 (the “Offering”), Roivant purchased an additional 2,424,242 Common Shares from the underwriters of the Offering at the public offering price of $8.25 per share. Roivant purchased the Common Shares using cash on hand.

Item 4.

Purpose of Transaction

To the extent required by Item 4, the information contained in Items 3 above and 6 below is incorporated herein by reference.

Roivant purchased the 2,424,242 Common Shares in the Offering to maintain a meaningful ownership stake in the Issuer as the largest shareholder. Due to the issuance of additional Common Shares in the Offering, Roivant’s percentage of beneficial ownership in the Issuer decreased from more than 50.0% to 45.6%. While Roivant no longer owns a majority of the issued and outstanding Common Shares, it will retain certain board nomination rights under the Issuer’s Fourth Amended and Restated Bye-Laws (the “Amended Bye-laws”). The Amended Bye-laws were previously approved by the Issuer’s board of directors and by a majority of its shareholders and are expected to take effect on or about June 26, 2019. The Amended Bye-laws provide that at any time that Roivant holds less than 50.0% but more than or equal to 35.0% of the aggregate voting rights attached to the Issuer’s total outstanding Common Shares (the “Trigger Period”), Roivant will be entitled to designate and appoint or reappoint the minimum number of directors necessary such that directors so designated and appointed by

Roivant compose a majority of the directors on the Issuer’s board of directors. The Amended Bye-laws also will provide for a board of directors of no fewer than five directors and no more than nine directors, provided that, to the extent necessary, during the Trigger Period the number of directors on the Issuer’s board of directors will automatically be increased to allow for the designation and appointment of such additional directors by Roivant pursuant to the appointment right described above. The Amended Bye-laws also establish procedures for removal of the directors nominated by Roivant during the Trigger Period.

Roivant may also have significant or controlling influence over various matters with respect to its investment in the Issuer, both as the largest shareholder and, to the extent that Roivant exercises its director appointment rights under the Amended Bye-laws, as the entity with the power to designate the majority of the Issuer’s board of directors. Under the Issuer’s organizational documents, Roivant may have such influence with respect to matters including, but not limited to, the following: (i) modifying the rights of the holders of the Common Shares; (ii) calling a special general meeting of holders of Common Shares or taking action by written consent pursuant to the required vote; (iii) removing or (re-)electing or appointing directors, as applicable; (iv) approving or vetoing a merger or amalgamation following any required action by the Issuer’s board of directors; (v) amending the Issuer’s memorandum of association or taking actions to annul such amendments; and (vi) amending the Bye-laws following any required action by the Issuer’s board of directors. Roivant may, from time to time, exercise its director appointment rights under the Amended Bye-laws. Additionally, Vivek Ramaswamy is currently a member of the Issuer’s board of directors and is involved in the Issuer, and certain other Covered Persons may in the future be involved as directors or executive officers of the Issuer, in reviewing and evaluating possible transactions involving the Issuer and identifying candidates to serve on the Issuer’s board of directors. Through its large shareholder status, ability to exercise director appointment rights during the Trigger Period and current or future affiliations with Covered Persons with managerial positions at the Issuer, Roivant may be involved in transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D.

Additionally, Roivant and the Issuer are party to several commercial agreements, including an option agreement and an information sharing and cooperation agreement. Additionally, certain of Roivant’s subsidiaries are parties to services agreements with certain of the Issuer’s subsidiaries. Currently, Roivant has no plans in respect of these commercial agreements that would involve transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D, and such agreements do not otherwise relate to securities of the Issuer within the meaning of Item 6 of Schedule 13D. Roivant may from time to time, however, be involved in transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D in connection with these commercial arrangements. Other than as required by Items 4 or 6 of Schedule 13D, Roivant does not anticipate making any public disclosures in connection with its participation in routine transactions and activities of the Issuer, including under these commercial arrangements, separate and apart from relevant public disclosures by the Issuer.

Roivant intends to review its investment in the Issuer on a continuing basis and may, from time to time, take such actions regarding that investment as it deems appropriate. These actions may include, subject to restrictions in Roivant’s Lock-up Agreement (as defined in Item 6): (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities or derivative or other instruments of the Issuer that are based upon or relate to the value of Common Shares (collectively, “Securities”) in the open market or otherwise, including in connection with business development transactions or financing commitments in relation thereto; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. In determining whether to carry out any of the above-mentioned actions, Roivant may consider factors such as the Issuer’s financial position and strategic direction, actions taken by the Issuer’s board of directors, price levels of the Common Shares, conditions in the securities market and general economic and industry conditions. As a director of the Issuer, Mr. Ramaswamy may also consider taking such actions listed in items (i) through (iv) above.

Other than as described in this Item 4, Roivant does not have current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Roivant may, at any time, review or reconsider its position with respect to the Issuer and reserves the right to develop such plans or proposals.

Item 5.

Interest in Securities of the Issuer

(a)  Reporting Person (Roivant)

Roivant directly beneficially owns 40,765,599, or 45.6%, of the Common Shares, and has sole voting and dispositive

power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant’s respective pecuniary therein.

Covered Persons

Roivant Independent Directors and Shareholders

As disclosed on reports on Schedule 13D or Schedule 13G previously filed by them, certain of the Covered Persons may be deemed beneficial owners of the Common Shares directly owned by Roivant pursuant to arrangements in Roivant’s internal governance documents. These Covered Persons are not reporting persons on this Schedule 13D.

Following the appointment to Roivant’s board of directors of one or more directors meeting certain independence criteria (each, an “Independent Director” and, collectively, the “Independent Directors”), dispositions of the Common Shares require the approval of a majority of Roivant’s Board, including (i) at least two Independent Directors or, (ii) if there is only one independent director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. Additionally, SoftBank, QVT, Dexxon and Viking, voting unanimously, have the right to override certain decisions of the Roivant board of directors, including with respect to dispositions of Common Shares. Based on these arrangements, the Covered Persons set forth below may be deemed to share “dispositive power” and, therefore, beneficial ownership over the Common Shares directly owned by Roivant. Such persons do not have voting power over the Common Shares directly owned by Roivant.

(i) Andrew Lo;

(ii)  Patrick Machado;

(iii)  SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP;

(iv) QVT Financial Investment, QVT Financial, QVT Financial GP and QVT Associates;

(v)  Dexxon Holdings, Dexcel Pharma and Dan Oren; and

(vi) VGI, VGP, VGE, VGE II, VGE III, VLFGP, VLFM, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.

All share percentage calculations in this Schedule 13D are based on 89,481,733 Common Shares, calculated by adding to the 72,057,490 Common Shares issued and outstanding as of March 31, 2019, 17,424,243 Common Shares (including 2,272,727 shares issued pursuant to the underwriters’ option to purchase additional Common Shares) issued in the Issuer’s underwritten public offering on June 4, 2019 (including 2,424,242 shares issued to Roivant Sciences Ltd.), as set forth in the Issuer’s final prospectus supplement filed with the Securities and Exchange Commission on May 31, 2019.

(b) See rows 7-10 of the cover page to this Schedule 13D for information regarding Roivant’s power to vote or direct the vote and its power to dispose or direct the disposition of the Common Shares. Such information for the Covered Persons, who are not reporting persons on this Schedule 13D, is set forth in Item 5(a).

(c) Except as disclosed in this Schedule 13D, Roivant has not effected and, to Roivant’s knowledge, none of the Covered Persons has effected any transactions in the Common Shares during the past 60 days.

(d) Except as disclosed in this Schedule 13D, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the shares to which this Schedule 13D relates.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the extent required by Item 6, the information contained in Items 3, 4 and 5 above is incorporated herein by reference.

Vivek Ramaswamy is a member of the Issuer’s board of directors. As a current non-employee director of the Issuer, Vivek Ramaswamy has declined to receive any cash or equity compensation for his service as director under the non-employee director program.

Lock-up Agreement

Roivant and Vivek Ramaswamy have each entered into lock-up agreements with the underwriters of the Offering, dated May 29, 2019 (the “Lock-up Agreements”), pursuant to which Roivant and Mr. Ramaswamy have agreed that, for a period of 90 days beginning on May 30, 2019, they will not, without the prior written consent of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Cowen and Company, LLC, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, submit or file with the SEC a registration statement under the Securities Act of 1933, as amended, relating to, any Issuer securities that are substantially similar to Common Shares, including but not limited to any options or warrants to purchase Common Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission or filing, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such transaction described in clause (i) or (ii) above. 

The foregoing descriptions of the Amended Bye-laws and Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the Amended Bye-laws and the Lock-up Agreement, copies of which are filed Exhibits 7.01, 7.02, respectively, to this Schedule 13D and which are incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits

Exhibit
No.

Description

7.01

Fourth Amended and Restated Bye-Laws of Myovant Sciences Ltd. (incorporated by reference to Appendix A of the Issuer’s Definitive Information Statement on Schedule 14C, filed with the SEC on June 4, 2019).

7.02

Form of Lock-up Agreement (included as Annex I to the Form of Underwriting Agreement between Myovant Sciences Ltd., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters listed therein, incorporated by reference to Exhibit 1.1 of the Issuer’s Current Report on Form 8-K, filed with the SEC on May 31, 2019).

Dated: June 14, 2019

Roivant Sciences Ltd.

By:

/s/ Marianne Romeo Dinsmore

Name:

Marianne Romeo Dinsmore

Title:

Authorized Signatory

Name

Principal Business Address

Present Principal
Occupation

Citizenship

Adam Nicholas Gulley

69 Grosvenor Street, London, United Kingdom W1K 3JP

Director

United Kingdom

Rajeev Misra

69 Grosvenor Street, London, United Kingdom W1K 3JP

Director

United Kingdom

Simon King

Aztec Group House
11-15 Seaton Place,
St. Helier, Jersey JE4 0QH

Director

United Kingdom

Robert David Milner

Aztec Group House
11-15 Seaton Place,
St. Helier, Jersey JE4 0QH

Director and Attorney

United Kingdom

Name

Principal Business
Address

Present Principal
Occupation

Citizenship

Daniel Gold

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

Investment Management

United States

Nicholas Brumm

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

Investment Management

United States

Arthur Chu

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

Investment Management

United States

Tracy Fu

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

Investment Management

United States