SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Myovant Sciences Ltd.
(Name of Issuer)
Common Shares, $0.000017727 par value per share
(Title of Class of Securities)
G637AM102
(CUSIP Number)
Seok Oh
1 Circle Star Way, San Carlos, California 94070
(650) 562-8202
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 10, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
Page 1 of 7
| CUSIP No. G637AM102 |
| 1. | Name of Reporting Persons
SVF Investments (UK) Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO - other | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 (see Item 5) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.0% (Item 5) | |||||
| 14. | Type of Reporting Person (see instructions)
CO | |||||
Page 2 of 7
| CUSIP No. G637AM102 |
| 1. | Name of Reporting Persons
SVF Holdings (UK) LLP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO - other | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 (see Item 5) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.0% (Item 5) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
Page 3 of 7
| CUSIP No. G637AM102 |
| 1. | Name of Reporting Persons
SoftBank Vision Fund L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO - other | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 (see Item 5) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.0% (Item 5) | |||||
| 14. | Type of Reporting Person (see instructions)
PN | |||||
Page 4 of 7
| CUSIP No. G637AM102 |
| 1. | Name of Reporting Persons
SVF GP (Jersey) Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (see instructions)
OO - other | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Jersey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 (see Item 5) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (see Item 5) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.0% (Item 5) | |||||
| 14. | Type of Reporting Person (see instructions)
CO | |||||
Page 5 of 7
INTRODUCTORY NOTE
Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 3 (the “Amendment”) amends and supplements certain items of the Schedule 13D for the common shares, $0.000017727 par value (the “Common Shares”), of Myovant Sciences Ltd., a Bermuda company (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 2017, as amended by Amendment No. 1 thereto filed with the SEC on April 4, 2018, and Amendment No. 2 thereto filed with the SEC on June 5, 2019 (as so amended, the “Original Schedule 13D”). This Amendment is filed by SVF Investments (UK) Limited, a limited company organized under the laws of England and Wales (“SVF Investments”), which is a wholly owned subsidiary of SVF Holdings (UK) LLP, a limited liability partnership organized under the laws of England and Wales (“SVF Holdings”), which is a wholly owned subsidiary of SoftBank Vision Fund L.P., a limited partnership organized under the laws of Jersey (“SoftBank Vision Fund”). This Amendment is also filed by SVF GP (Jersey) Limited, a limited company organized under the laws of Jersey and the general partner of Softbank Vision Fund (“SVF GP” and, together with the SVF Investments, SVF Holdings and SoftBank Vision Fund, the “Reporting Persons”).
This Amendment constitutes an exit filing for the Reporting Persons. Due to changes in the internal governance of Roivant Sciences Ltd. (“Roivant”) relating to Roivant’s dispositive power over the Common Shares, the Reporting Persons are no longer deemed to beneficially own the Common Shares directly owned by Roivant. Additionally, based on other changes in Roivant’s internal governance relating to oversight of Roivant’s business and governance, the Reporting Persons are no longer deemed to control Roivant within the meaning of Instruction C to Schedule 13D. Roivant’s ownership of the Issuer’s Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information contained on each of the cover pages of this Schedule 13D and set forth or incorporated in Items 2, 3, 4 and 6 is hereby incorporated herein by reference.
| (a)–(b) | None of the Reporting Persons have beneficial ownership of any Common Shares. |
| (c) | The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. The Reporting Persons have not effected any transactions in the Common Shares since the filing of Amendment No. 2 of this Schedule 13D filed with the SEC on June 5, 2019. |
| (d) | Not applicable. |
| (e) | On July 10, 2019, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer’s Common Shares. |
Page 6 of 7
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.
| Date: July 12, 2019 | ||||||
| SVF INVESTMENTS (UK) LIMITED | ||||||
| By: | /s/ Karen Ubell | |||||
| Name: | Karen Ubell | |||||
| Title: | Attorney-in-Fact | |||||
| SVF HOLDINGS (UK) LLP | ||||||
| By: SOFTBANK VISION FUND L.P., its Managing Member | ||||||
| By: SVF GP (JERSEY) LIMITED, its General Partner | ||||||
| By: | /s/ Karen Ubell | |||||
| Name: | Karen Ubell | |||||
| Title: | Attorney-in-Fact | |||||
| SOFTBANK VISION FUND L.P. | ||||||
| By: SVF GP (JERSEY) LIMITED, its General Partner | ||||||
| By: | /s/ Karen Ubell | |||||
| Name: | Karen Ubell | |||||
| Title: | Attorney-in-Fact | |||||
| SVF GP (JERSEY) LIMITED | ||||||
| By: | /s/ Karen Ubell | |||||
| Name: | Karen Ubell | |||||
| Title: | Attorney-in-Fact | |||||
Page 7 of 7