Dexcel Pharma Technologies Form 3 Initial statement of insider ownership

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^*

Dexcel Pharma Technologies Ltd.

(Last) (First) (Middle)

1 DEXCEL STREET

(Street)

OR AKIVA L3 3060000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/06/2017

3. Issuer Name and Ticker or Trading Symbol
Axovant Sciences Ltd. [ AXON ]

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)

X	Form filed by One Reporting Person
	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	75,000,000	I	See footnotes(1)(2)(3)

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

Explanation of Responses:

1. Dexcel Pharma Technologies Ltd. (the"Reporting Person") is filing this Form 3 because it may be deemed to have dispositive power and, therefore, beneficial ownership, over the 75,000,000 common shares (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer") held by Roivant Sciences Ltd. ("Roivant").

2. The Reporting Person acquired Common Shares of Roivant on September 6, 2017. Roivant directly holds the 75,000,000 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Person, voting collectively with Dexxon Holdings Ltd. and unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Person may be deemed to have beneficial ownership over the Common Shares held by Roivant. The Reporting Person does not directly own any Common Shares.

3. The Reporting Person disclaims beneficial ownership of the Common Shares owned by Roivant, except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.

	/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO	06/07/2018
	** 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).
** 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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