Matthew Lang - Mar 10, 2023 Form 4 Insider Report for Myovant Sciences Ltd. (MYOV)

Role: General Counsel & Corp. Secy.
Signature: /s/ Matthew Lang
Stock symbol: MYOV
Transactions as of: Mar 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/10/2023, 08:29 AM
Previous filing: Jan 20, 2023
Next filing: Jul 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MYOV	Common Shares	Disposed to Issuer		-113K	-31.93%		241K	Mar 10, 2023	Direct	F1, F2
transaction	MYOV	Common Shares	Disposed to Issuer		-241K	-100%		0	Mar 10, 2023	Direct	F1, F3

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	Stock Options (Right to Buy)	Disposed to Issuer		-220K	-100%		0	Mar 10, 2023	Common Shares	220K	$7.78	Direct	F1, F4, F5
transaction	MYOV	Stock Options (Right to Buy)	Disposed to Issuer		-87.1K	-100%		0	Mar 10, 2023	Common Shares	87.1K	$7.78	Direct	F1, F4, F5
transaction	MYOV	Stock Options (Right to Buy)	Disposed to Issuer		-152K	-100%		0	Mar 10, 2023	Common Shares	152K	$7.78	Direct	F1, F4, F5
transaction	MYOV	Stock Options (Right to Buy)	Disposed to Issuer		-170K	-100%		0	Mar 10, 2023	Common Shares	170K	$8.08	Direct	F1, F5, F6
transaction	MYOV	Stock Options (Right to Buy)	Disposed to Issuer		-90.3K	-100%		0	Mar 10, 2023	Common Shares	90.3K	$17.88	Direct	F1, F5, F7
transaction	MYOV	Performance Stock Unit	Disposed to Issuer		-111K	-100%		0	Mar 10, 2023	Common Shares	111K		Direct	F1, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew Lang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger").
F2	At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration").
F3	Reflects restricted stock units ("RSUs"). Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time.
F4	These options are fully vested.
F5	Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and the holder thereof was entitled to the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable-exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option.
F6	One-fourth of the options vested on April 3, 2021, and one-sixteenth of the options vest each quarter thereafter.
F7	One-fourth of the options vested on April 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
F8	Each performance-based restricted stock unit ("PSU") outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) the Per Share Consideration, multiplied by (b) the total number of Issuer common shares subject to such PSUs (deeming performance goals as being satisfied) immediately prior to the Effective Time.