Takeda Pharmaceuticals International Form 4 Myovant Sciences / Pharmaceuticals International AG Takeda 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^*

Takeda Pharmaceuticals International AG

(Last) (First) (Middle)

THURGAUERSTRASSE 130

GLATTPARK-OPFIKON

(Street)

ZURICH V8 8152

(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)
02/15/2017

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	02/15/2017		M		6,845	A	$0.00(1)	7,403,102	D
Common Shares	03/15/2017		M		13,091	A	$0.00(1)	7,416,193	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
Warrant to Purchase Common Shares	(1)	02/15/2017		M			6,845	(2)	(3)	Common Shares	6,845	$0.00	0(4)	D
Warrant to Purchase Common Shares	(1)	03/15/2017		M			13,091	(2)	(3)	Common Shares	13,091	$0.00	0(4)	D

Explanation of Responses:

1. $0.000017727 per share.

2. At any time following the Issuer's issuance of any class of capital shares, if necessary to allow the Reporting Person, together with its affiliates, to maintain a 12% ownership in the Issuer, as determined after such exercise.

3. Upon the earlier of (A) April 30, 2017 and (B) a change of control of the Issuer, unless such change in control results in a privately-held entity in which the holders of 40% or more of the equity securities, calculated on a fully-diluted basis, of the surviving entity are held by persons and entities who were affiliates of the Issuer prior to such change in control.

4. An indeterminate number of capital shares necessary to allow the Reporting Person, together with its affiliates, to maintain a 12% ownership interest in the Issuer, as determined after such exercise.

Remarks:

	/s/Alison Haggerty, Attorney-in-Fact	03/24/2017
	** 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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