Key facts
- This page summarizes Sumitomo Chemical Co., Ltd.'s Form 4 filing for Myovant Sciences Ltd..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 06 Mar 2023, 05:15.
Sumitomo Chemical Co., Ltd. - 03 Mar 2023 Form 4 Insider Report for Myovant Sciences Ltd.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 03 Mar 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 06 Mar 2023, 05:15:10 UTC
- Prior SEC filing
- 01 Oct 2021
- Next SEC filing
- 10 Mar 2023
- Source filing
- View source filing
- Reporting owner signature
- Sumitomo Chemical Co., Ltd., By: /s/ Takeo Kitayama, Executive Officer, General Manager, Corporate Planning Office
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Sumitomo Chemical Co., Ltd. filed Form 4 for Myovant Sciences Ltd. on 06 Mar 2023.
Change
- Previous filing in this sequence was filed on 01 Oct 2021.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
MYOV
transaction
Common Shares
Other
- Transaction value
- $0
- Shares
- -4,243,005
- Change %
- -8.5%
- Price
- $0.000000
- Shares after
- 45,798,176
- Date
- 03 Mar 2023
- Ownership
- See Footnote
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
MYOV
transaction
Derivative
Option (Right to Acquire)
Other
- Transaction value
- $0
- Shares
- +1
- Change %
- Price
- $0.000000
- Shares after
- 1
- Date
- 03 Mar 2023
- Ownership
- See Footnote
- Underlying class
- Common Shares
- Underlying amount
- 4,243,005
- Exercise price
- $27.00
- Footnotes
- F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote 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.
Footnote 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.
Footnote 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.