Sumitomo Chemical Co., Ltd. - Mar 3, 2023 Form 4 Insider Report for Myovant Sciences Ltd. (MYOV)

Role
10%+ Owner
Signature
Sumitomo Chemical Co., Ltd., By: /s/ Takeo Kitayama, Executive Officer, General Manager, Corporate Planning Office
Stock symbol
MYOV
Transactions as of
Mar 3, 2023
Transactions value $
$0
Form type
4
Date filed
3/6/2023, 05:15 AM
Previous filing
Oct 1, 2021
Next filing
Mar 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MYOV Common Shares Other $0 -4.24M -8.48% $0.00 45.8M Mar 3, 2023 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MYOV Option (Right to Acquire) Other $0 +1 $0.00 1 Mar 3, 2023 Common Shares 4.24M $27.00 See Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 3, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") voluntarily returned to Roivant Sciences Ltd., a Bermuda exempted company limited by shares ("Roivant"), for no consideration, 4,243,005 common shares, par value $0.000017727 per share (each, a "Common Share") of Myovant Sciences Ltd. (the "Issuer") subject to that certain Share Return Agreement, dated as of December 27, 2019, by and among Sumitovant, Roivant and Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma") (the "Share Return"). In addition, Sumitovant, Sumitomo Pharma and Roivant agreed that, in the event that the Agreement and Plan of Merger, dated as of October 23, 2022 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), by and among the Issuer, Sumitovant, Zeus Sciences Ltd. and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma, is terminated in accordance with its terms, Roivant will return such Common Shares to Sumitovant.
F2 Sumitovant directly owns 45,798,176 Common Shares following the Share Return. Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma, which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Pharma and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Pharma and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.
F3 Contemporaneously with the Share Return, Roivant agreed to grant Sumitovant an option (the "Option") to purchase a number of Common Shares then owned by Roivant up to 4,243,005 Common Shares, at a price equal to $27.00 per Common Share. The Option may be exercised by Sumitovant at any time during the period beginning on March 3, 2023 and ending on March 30, 2023.