UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
MYOVANT SCIENCES LTD.
(Name of Issuer)
Common Stock, par value $0.000017727 per share
(Title of Class of Securities)
(Title of Class of Securities)
G637AM102
(CUSIP Number)
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
(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 (the “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 3,920,625 | |||||||||||||||
(7) | Sole dispositive power 0 | |||||||||||||||
(8) | Shared dispositive power 3,920,625 | |||||||||||||||
(9) | Aggregate amount beneficially owned by each reporting person 3,920,625 (1) | |||||||||||||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||||||
(11) | Percent of class represented by amount in Row (9) 4.37% (2) | |||||||||||||||
(12) | Type of reporting person (see instructions) CO | |||||||||||||||
(1) Takeda Pharmaceutical Company Limited’s beneficial ownership of the Issuer’s Common Stock is comprised of 3,920,625 shares of Common Stock held directly by Millennium Pharmaceuticals, Inc., which is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (58.09%) and Takeda Pharmaceuticals International AG (41.91%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited.
(2) Based on 89,623,564 shares of Common Stock outstanding as of November 1, 2019 as reported on the Issuer’s Form 10-Q filed on November 12, 2019.
Page 2 of 2 pages
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 | |||||||||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power 0 | ||||||||||
(6) | Shared voting power 3,920,625 | |||||||||||
(7) | Sole dispositive power 0 | |||||||||||
(8) | Shared dispositive power 3,920,625 | |||||||||||
(9) | Aggregate amount beneficially owned by each reporting person 3,920,625 | |||||||||||
(10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐ | |||||||||||
(11) | Percent of class represented by amount in Row (9) 4.37% (1) | |||||||||||
(12) | Type of reporting person (see instructions) CO | |||||||||||
(1) Based on 89,623,564 shares of Common Stock outstanding as of November 1, 2019 as reported on the Issuer’s Form 10-Q filed on November 12, 2019.
Page 3 of 3 pages
Amendment No. 1 to Schedule 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by Takeda Pharmaceuticals International AG with respect to the Common Stock of the Issuer on March 6, 2017 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined. This Amendment No. 1 is filed solely to update the number of shares of Common Stock owned by the Reporting Persons after the sale by Millennium Pharmaceuticals, Inc. of 3,500,000 shares pursuant to a stock purchase agreement dated November 25, 2019.
The following Items of the Schedule 13G are hereby amended and restated to read in their entirety as follows:
Item 4. | Ownership |
The information requested in Item 4 is incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13G. Ownership is stated as of December 31, 2019.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following: [X]
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
See Exhibit 99.1.
Page 4 of 4 pages
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: January 24, 2020
TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||
By | /s/ Yoshihiro Nakagawa | |
Name: | Yoshihiro Nakagawa | |
Title: | Corporate Officer, Global General Counsel | |
MILLENNIUM PHARMACEUTICALS, INC. | ||
By | /s/ Paul Sundberg | |
Name: | Paul Sundberg | |
Title: | Attorney-in-fact | |
Page 5 of 5 pages
INDEX TO EXHIBITS
Exhibit 99.1 |
Exhibit 99.2 |
Exhibit 99.3 |
Exhibit 99.1
Identification of the subsidiary which acquired the security being reported on by the parent holding company.
Millennium Pharmaceuticals, Inc. is the direct beneficial owner of 3,920,625 shares of Common Stock of Myovant Sciences Ltd. Millennium Pharmaceuticals, Inc. is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (58.09%) and Takeda Pharmaceuticals International AG (41.91%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited.
Exhibit 99.2
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Myovant Sciences Ltd., a Bermuda company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Date: January 24, 2020
TAKEDA PHARMACEUTICAL COMPANY LIMITED | ||
By | /s/ Yoshihiro Nakagawa | |
Name: | Yoshihiro Nakagawa | |
Title: | Corporate Officer, Global General Counsel | |
MILLENNIUM PHARMACEUTICALS, INC. | ||
By | /s/ Paul Sundberg | |
Name: | Paul Sundberg | |
Title: | Attorney-in-Fact | |
Exhibit 99.3
POWER OF ATTORNEY
Know all by these present, that Millennium Pharmaceuticals, Inc. (the “Reporting Person”) hereby constitutes and appoints Paul Sundberg 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 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 attorney-in-fact, in serving in such capacity at the request of the Reporting Person, is 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 the foregoing attorney-in-fact does not 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 the attorney-in-fact if such attorney-in-fact ceases to serve as an employee of Takeda Pharmaceutical Company Limited or one of its subsidiaries.
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: Treasurer
Date: January 17, 2020