Key facts
- This page summarizes Sumitomo Chemical Co., Ltd.'s Form 4 filing for Myovant Sciences Ltd..
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 10 Mar 2023, 08:17.
Sumitomo Chemical Co., Ltd. - 10 Mar 2023 Form 4 Insider Report for Myovant Sciences Ltd.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 10 Mar 2023
- Net transaction value
- +$1,393,178,400
- SEC form
- 4
- Accepted by SEC
- 10 Mar 2023, 08:17:15 UTC
- Prior SEC filing
- 06 Mar 2023
- Next SEC filing
- 26 Jun 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 10 Mar 2023.
Change
- Previous filing in this sequence was filed on 06 Mar 2023.
- Current net transaction value: +$1,393,178,400.
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
Purchase
- Transaction value
- $1,393,178,400
- Shares
- +51,599,200
- Change %
- Price
- $27.00
- Shares after
- 45,798,176
- Date
- 10 Mar 2023
- Ownership
- See Footnote
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Sumitomo Chemical Co., Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 3 footnotes
Footnote F1
On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of Myovant Sciences Ltd. (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.
Footnote F2
(Continued from footnote 1) 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"). 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.
Footnote F3
Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma Co., Ltd. ("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.