Myovant Sciences (MYOV) Form 4 Change in insider ownership

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^*

Sumitomo Chemical Co., Ltd.

(Last) (First) (Middle)

7-1 NIHONBASHI 2-CHOME

(Street)

CHUO-KU, TOKYO M0 103-6020

(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)
03/03/2023

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 Shares	03/03/2023		J(1)		4,243,005	D	$0.00	45,798,176(1)	I	See Footnote(2)

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
Option (Right to Acquire)(3)	$27	03/03/2023		J		1		03/03/2023	03/30/2023(3)	Common Shares	4,243,005(3)	$0.00	1	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Sumitomo Chemical Co., Ltd.

(Last) (First) (Middle)

7-1 NIHONBASHI 2-CHOME

(Street)

CHUO-KU, TOKYO M0 103-6020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

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)

7TH FLOOR 50 BROADWAY

(Street)

LONDON X0 SW1H 0DB

(City) (State) (Zip)

Explanation of Responses:

1. On March 3, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") voluntarily returned to Roivant Sciences Ltd., a Bermuda exempted company limited by shares ("Roivant"), for no consideration, 4,243,005 common shares, par value $0.000017727 per share (each, a "Common Share") of Myovant Sciences Ltd. (the "Issuer") subject to that certain Share Return Agreement, dated as of December 27, 2019, by and among Sumitovant, Roivant and Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma") (the "Share Return"). In addition, Sumitovant, Sumitomo Pharma and Roivant agreed that, in the event that the Agreement and Plan of Merger, dated as of October 23, 2022 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), by and among the Issuer, Sumitovant, Zeus Sciences Ltd. and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma, is terminated in accordance with its terms, Roivant will return such Common Shares to Sumitovant.

2. Sumitovant directly owns 45,798,176 Common Shares following the Share Return. Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma, which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Pharma 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 Pharma and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.

3. Contemporaneously with the Share Return, Roivant agreed to grant Sumitovant an option (the "Option") to purchase a number of Common Shares then owned by Roivant up to 4,243,005 Common Shares, at a price equal to $27.00 per Common Share. The Option may be exercised by Sumitovant at any time during the period beginning on March 3, 2023 and ending on March 30, 2023.

Remarks:

	Sumitomo Chemical Co., Ltd., By: /s/ Takeo Kitayama, Executive Officer, General Manager, Corporate Planning Office	03/06/2023
	Sumitomo Pharma Co., Ltd., By: /s/ Tsutomu Nakagawa, Senior Director, Global Corporate Strategy	03/06/2023
	Sumitovant Biopharma Ltd., By: /s/ Monika Adams, Transactions Officer	03/06/2023
	** Signature of Reporting Person	Date
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