Immunovant (IMVT) Form 4 Immunovant / MYRTLE S POTTER 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^*

POTTER MYRTLE S

(Last) (First) (Middle)

320 W 37TH STREET, 3RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immunovant, Inc. [ IMVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2019

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

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
Stock Option (right to buy)	$7.86	12/18/2019		A		137,617		(1)	06/19/2029	Common Stock	137,617	(2)	137,617	D
Stock Option (right to buy)	$7.86	12/18/2019		A		893		(1)	07/28/2029	Common Stock	893	(3)	893	D
Stock Option (right to buy)	$8.43	12/18/2019		A		11,488		(1)	10/20/2029	Common Stock	11,488	(4)	11,488	D
Stock Option (right to buy)	$8.43	12/18/2019		A		3,765		(1)	11/19/2029	Common Stock	3,765	(5)	3,765	D

Explanation of Responses:

1. 25% of the shares underlying the option vests on the first anniversary of the grant date, and the remainder vests in 12 equal quarterly installments thereafter.

2. In connection with the share exchange transaction pursuant to which Health Sciences Acquisitions Corporation ("HSAC") acquired 100% of the issued and outstanding shares of Immunovant Sciences Ltd. (the "Business Combination Transaction"), the option to purchase 281,387 shares of Immunovant Sciences Ltd. at exercise price of $3.84 per share, was assumed by HSAC and converted into an option to purchase shares of the Issuer (formerly known as HSAC).

3. In connection with the Business Combination Transaction, the option to purchase 1,825 shares of Immunovant Sciences Ltd. at exercise price of $3.84 per share, was assumed by HSAC and converted into an option to purchase shares of the Issuer.

4. In connection with the Business Combination Transaction, the option to purchase 23,489 shares of Immunovant Sciences Ltd. at exercise price of $4.12 per share, was assumed by HSAC and converted into an option to purchase shares of the Issuer.

5. In connection with the Business Combination Transaction, the option to purchase 7,698 shares of Immunovant Sciences Ltd. at exercise price of $4.12 per share, was assumed by HSAC and converted into an option to purchase shares of the Issuer.

Remarks:

	/s/ W. Bradford Middlekauff, attorney-in-fact for Myrtle S. Potter	12/20/2019
	** 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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