David C. Marek - Mar 10, 2023 Form 4 Insider Report for Myovant Sciences Ltd. (MYOV)

Role
Principal Executive Officer, Director
Signature
/s/ Matthew Lang, Attorney-in-fact
Stock symbol
MYOV
Transactions as of
Mar 10, 2023
Transactions value $
$0
Form type
4
Date filed
3/10/2023, 08:30 AM
Previous filing
Jan 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MYOV Common Shares Disposed to Issuer -95.7K -22.91% 322K Mar 10, 2023 Direct F1, F2
transaction MYOV Common Shares Disposed to Issuer -322K -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 -306K -100% 0 Mar 10, 2023 Common Shares 306K $20.54 Direct F1, F4, F5
transaction MYOV Stock Options (Right to Buy) Disposed to Issuer -208K -100% 0 Mar 10, 2023 Common Shares 208K $17.88 Direct F1, F5, F6
transaction MYOV Stock Options (Right to Buy) Disposed to Issuer -205K -100% 0 Mar 10, 2023 Common Shares 205K $11.33 Direct F1, F5, F7
transaction MYOV Performance Stock Unit Disposed to Issuer -135K -100% 0 Mar 10, 2023 Common Shares 135K Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David C. Marek 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 One-fourth of the options vested on January 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
F5 Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into 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 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
F7 One-fourth of the options are scheduled to vest on April 15, 2023, and one-sixteenth of the options are scheduled to 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.