Dan Oren Form 3 Myovant Sciences / Dan Oren ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dexxon Holdings Ltd.

(Last) (First) (Middle)

1 DEXCEL STREET

(Street)

OR AKIVA L3 3060000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2016

3. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, $0.00001 par value per share	37,231,342	I	See footnote.(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Dexxon Holdings Ltd.

(Last) (First) (Middle)

1 DEXCEL STREET

(Street)

OR AKIVA L3 3060000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oren Dan

(Last) (First) (Middle)

1 DEXCEL STREET

(Street)

OR AKIVA L3 3060000

(City) (State) (Zip)

Explanation of Responses:

1. Dexxon Holdings Ltd. ("Dexxon") and its sole director, Dan Oren (together with Dexxon, the "Reporting Persons") are filing this Form 3 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the 37,231,342 common shares (the "Common Shares") of Myovant Sciences Ltd. (the "Issuer") held by Roivant Sciences Ltd. ("Roivant") by virtue of governance arrangements in Roivant's bye-laws. The Reporting Persons do not directly own any Common Shares. Dexxon is a shareholder of Roivant and is one of the holders of the Override Right (as defined below). Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Dan Oren is ultimately the sole shareholder of Dexxon. Accordingly, Dan Oren may be deemed to have investment control over the Common Shares owned directly by Roivant

2. The filing of this statement shall not be deemed an admission that either Dexxon or Mr. Oren is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Roivant's board of directors includes two "independent directors" within the meaning of that term under Roivant's bye-laws. As long as Roivant's board has at least one independent director, Dexxon, voting unanimously, with two other major shareholders of Roivant, has the right to override certain decisions of the Board under Roivant's bye-laws, including with respect to dispositions of Common Shares (the "Override Right"). The Reporting Persons are filing this Form 3 because they may be accordingly deemed to have "dispositive power" and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override Right.

	/s/ Dexxon Holdings Ltd. by Dan Oren, Director	10/26/2016
	/s/ Dan Oren	10/26/2016
	** 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 5 (b)(v).
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