Dexcel Pharma Technologies Form 4 Urovant Sciences / Dan Oren 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^*

Dexxon Holdings Ltd.

(Last) (First) (Middle)

1 DEXCEL STREET

(Street)

OR AKIVA L3 3060000

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2019

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, $0.000037453 par value per share	06/04/2019		P		7,500(3)	A	$7.5881(4)	22,784,838	I	See footnotes(1)(2)
Common Shares	06/05/2019		P		6,540(3)	A	$8.015(5)	22,791,378	I	See footnotes(1)(2)
Common Shares	06/06/2019		P		7,082(3)	A	$7.9951(6)	22,798,460	I	See footnotes(1)(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

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^*

Dexcel Pharma Technologies 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"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the common shares (the "Common Shares") of Urovant Sciences Ltd. held by Roivant Sciences Ltd. ("Roivant"). Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Common Shares.

2. Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Common Shares owned directly by Roivant. The Reporting Persons do not directly own any Common Shares. The Reporting Persons disclaim beneficial ownership of the Common Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.

3. Roivant informed the Reporting Persons that the transaction was a series of open market purchases made by Roivant under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in accordance with the safe harbor of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The purchases were made by Roivant and not the Reporting Persons.

4. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.42 to $7.71, inclusive.

5. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.68 to $8.33, inclusive.

6. The price reported in Column 4 is the weighted average price. Roivant informed the Reporting Persons that the Common Shares were purchased in multiple transactions at prices ranging from $7.73 to $8.57, inclusive.

	/s/ Dexxon Holdings Ltd. by Dan Oren, Director	06/06/2019
	/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO	06/06/2019
	/s/ Dan Oren	06/06/2019
	** Signature of Reporting Person	Date
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