Katkin Keith Form 4 Urovant Sciences / Keith Katkin 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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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^*

Katkin Keith

(Last) (First) (Middle)

C/O UROVANT SCIENCES, INC.

5281 CALIFORNIA AVENUE, 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
X	Officer (give title below)	Other (specify below)
PEO;CEO/Urovant Sciences, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2020

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	02/19/2020		M		180,000	A	$3.86	379,680	D
Common Shares	02/19/2020		F(1)		104,788	D	$13.08	274,892	D
Common Shares	02/19/2020		J(2)		75,212	D	$13.08	199,680	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)	$3.86	02/19/2020		M		180,000		(3)	09/21/2027	Common Shares	180,000	$0.00	701,254(4)	D

Explanation of Responses:

1. Represents 53,119 shares surrendered to the Issuer in satisfaction of payment of exercise price and 51,669 shares surrendered to the Issuer in satisfaction of the payment of required withholding taxes in connection with the exercise of stock options.

2. Represents the sale of 75,212 shares of common stock to Sumitovant Biopharma Ltd., a subsidiary of Dainippon Sumitomo Pharma, in a privately-negotiated transaction.

3. All of the shares underlying this option are vested and exercisable as of the date hereof.

4. Following the reported transactions, the Reporting Person beneficially owns options to purchase an aggregate of 1,416,166 common shares (inclusive of the options reported in Table II, Column 9 above).

Remarks:

	/s/ Bryan Smith, Attorney-in-Fact	02/21/2020
	** 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).
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