Potter Myrtle S Form 4 Urovant Sciences / MYRTLE S POTTER ownership change

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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X

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^*

POTTER MYRTLE S

(Last) (First) (Middle)

C/O UROVANT SCIENCES, INC.

5281 CALIFORNIA AVE., SUITE 100

(Street)

IRVINE CA 92617

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Urovant Sciences Ltd. [ UROV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Shares	03/29/2021		D		12,480	D	(1)	0	D
Common Shares(2)	03/29/2021		D		9,000	D	(1)	0	D

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
Stock Option (Right to Buy)	$8.01	03/29/2021		D			50,000	(3)	11/21/2028	Common Shares	50,000	$0.00	0	D
Stock Option (Right to Buy)	$8.78	03/29/2021		D			25,000	(3)	07/09/2029	Common Shares	25,000	$0.00	0	D
Stock Option (Right to Buy)	$9.38	03/29/2021		D			15,000	(3)	07/21/2030	Common Shares	15,000	$0.00	0	D

Explanation of Responses:

1. Upon the consummation of the Merger, each outstanding common share of the Issuer ("Common Share") was cancelled and converted into the right to receive $16.25 per share in cash, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.

2. Immediately prior to the consummation of the Merger, these securities were time-based restricted share units ("RSUs") subject to vesting and previously granted pursuant to the Issuer's 2017 Equity Incentive Plan. Upon the consummation of the Merger, each RSU, whether vested or unvested, that had not been settled in Common Shares prior to the effective time of the Merger was canceled and converted automatically into the right to receive $16.25 per each such RSU, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.

3. Upon consummation of the Merger, each option to purchase Common Shares that was outstanding and unexercised immediately prior to the effective time of the Merger, whether vested or unvested, and that had an exercise price per Common Share that is less than $16.25 was cancelled and automatically converted into the right to receive a cash amount for each Common Share that is subject to such option that is equal to the difference between $16.25 and the per share exercise price of such option, without interest and less any applicable withholding for taxes, as described in the Merger Agreement.

Remarks:

This Form 4 reports securities disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2020, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Urovant Sciences Ltd. (the "Issuer") with the Securities and Exchange Commission on November 13, 2020, and pursuant to which the Issuer became a wholly-owned subsidiary of Sumitovant Biopharma Ltd. (the "Merger"). The Merger was consummated on March 29, 2021.

	/s/ Bryan Smith, as attorney-in-fact	03/31/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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