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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sumitomo Chemical Co., Ltd.
(Last) (First) (Middle)
27-1, SHINKAWA 2-CHOME
(Street)
CHUO-KU, TOKYO M0 104-8260
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2020 P 193,900(1) A $7.2512(2) 45,202,504 I See Footnote(3)
Common Stock 03/17/2020 P 193,900(1) A $7.3953(2) 45,396,404 I See Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sumitomo Chemical Co., Ltd.
(Last) (First) (Middle)
27-1, SHINKAWA 2-CHOME
(Street)
CHUO-KU, TOKYO M0 104-8260
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dainippon Sumitomo Pharma Co Ltd
(Last) (First) (Middle)
6-8 DOSHOMACHI 2-CHOME
(Street)
CHUO-KU, OSAKA M0 541-0045
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sumitovant Biopharma Ltd.
(Last) (First) (Middle)
11-12 ST. JAMES'S SQUARE SUITE 1
3RD FLOOR
(Street)
LONDON X0 SW1Y 4LB
(City) (State) (Zip)
Explanation of Responses:
1. This acquisition of a total of 193,900 ordinary shares on the open market is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on March 13, 2020.
2. The price reported in column 4 is the average stock price.
3. Sumitovant Biopharma Ltd. ("Sumitovant") directly owns 45,202,504 shares of Common Stock. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo Dainippon"), which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.
4. Sumitovant directly owns 45,396,404 shares of Common Stock. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon, which is a 51.76% owned subsidiary of Sumitomo Chemical. Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.
Remarks:
Exhibit 24.1 - Power of Attorney (Sumitovant) Exhibit 24.2 - Power of Attorney (Sumitomo Chemical)
Sumitomo Chemical Co., Ltd., By: /s/ Swathi Padmanabhan, as Attorney-in-Fact 03/18/2020
Sumitomo Dainippon Pharma Co., Ltd., By: Yumi Sato, Senior Director, Global Corporate Strategy /s/ Yumi Sato 03/18/2020
Sumitovant Biopharma Ltd., By: /s/ Swathi Padmanabhan, as Attorney-in-Fact 03/18/2020
** 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 4 (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 MEN BY THESE PRESENTS, that the undersigned, hereby constitutes
and appoints each of Swathi Padmanabhan, Krunal Shah, Thomas Short, and Justin
McKithen, signing singly and with full power of substitution and resubstitution,
the undersigned's true and lawful attorney-in-fact to:

     (1)     execute for and on behalf of the undersigned Forms 3, 4 and 5,
including any amendments thereto, in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations thereunder (the
"Exchange Act") and Schedules 13D or 13G, as applicable, including any
amendments thereto, in accordance with Section 13 of the Exchange Act, solely
with respect to securities issued by Myovant Sciences Ltd. and Urovant Sciences
Ltd. (collectively, the "Securities");

     (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or such Schedule 13D or Schedule 13G, including any amendments
thereto, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority, solely with
respect to the Securities; and

     (3)     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 interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned 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 undersigned 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 undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with Section 16 and
Section 13 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or
13G with respect to the undersigned's holdings of and transactions in the
Securities, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.


                        [Signature page to follow]






       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 13th day of March, 2020.


                                        Sumitovant Biopharma Ltd.

                                        By: /s/ Tara Soni
                                            ----------------------
                                            Name: Tara Soni
                                            Title: Head of Legal






                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby constitutes
and appoints each of Swathi Padmanabhan, Krunal Shah, Thomas Short, and Justin
McKithen, signing singly and with full power of substitution and resubstitution,
the undersigned's true and lawful attorney-in-fact to:

     (1)     execute for and on behalf of each of the undersigned, in the
undersigned's capacity as an executive officer or director of Sumitomo Chemical
Co., Ltd. (the "Company"), Forms 4, including any amendments thereto, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (the "Exchange Act") and Schedules 13D,
including any amendments thereto, in accordance with Section 13 of the Exchange
Act, solely with respect to securities issued by Myovant Sciences Ltd. and
acquired or disposed of by Sumitovant Biopharma Ltd. ("Sumitovant") pursuant to
that certain Securities Purchase Plan dated on or about March 13, 2020, by and
between Citigroup Global Markets Inc. and Sumitovant (the "Securities");

     (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 4 or such Schedule 13D , including any amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority, solely with respect to the Securities; and

     (3)     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 interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned 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 undersigned 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 undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with Section 16 and
Section 13 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until May 31,
2020, when it shall automatically expire, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


                        [Signature page to follow]






       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executedas of this 13th day of March, 2020.


                                        Sumitomo Chemical Co., Ltd.

                                        By: /s/ Yoshiaki Oda
                                            -----------------------
                                            Name: Yoshiaki Oda
                                            Title: Managing Executive Officer