Cheruvu Pavan Form 3 Axovant Sciences / Pavan Cheruvu 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^*

Cheruvu Pavan

(Last) (First) (Middle)

C/O AXOVANT SCIENCES, INC.

11 TIMES SQUARE, 33RD FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2018

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

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

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

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	D

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
Employee Stock Option (Right to Buy)	(1)	11/15/2025	Common Shares	50,000	15.99	D
Employee Stock Option (Right to Buy)	(2)	04/27/2027	Common Shares	50,000	24.24	D

Explanation of Responses:

1. 25% of the shares underlying the option vested and became exercisable on October 30, 2016; the remainder are vesting in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date.

2. 100% of the shares underlying the option will vest and become exercisable on April 28, 2018, subject to the Reporting Person providing continuous service to the Issuer as of that date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Stephen Mohr, Attorney-in-Fact	02/15/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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