Key facts
- This page summarizes Lauren Merendino's Form 4 filing for Myovant Sciences Ltd..
- 4 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 10 Mar 2023, 08:31.
Lauren Merendino - 10 Mar 2023 Form 4 Insider Report for Myovant Sciences Ltd.
- Reporting relationship
- Chief Commercial Officer
- Issuer ticker
- N/A
- Reported as of
- 10 Mar 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 10 Mar 2023, 08:31:44 UTC
- Prior SEC filing
- 20 Jan 2023
- Next SEC filing
- 06 Jun 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Matthew Lang, Attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Lauren Merendino filed Form 4 for Myovant Sciences Ltd. on 10 Mar 2023.
Change
- Previous filing in this sequence was filed on 20 Jan 2023.
- 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
Disposed to Issuer
- Transaction value
- Shares
- -21,791
- Change %
- -13%
- Price
- Shares after
- 147,747
- Date
- 10 Mar 2023
- Ownership
- Direct
- Footnotes
- F1, F2
MYOV
transaction
Common Shares
Disposed to Issuer
- Transaction value
- Shares
- -147,747
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Mar 2023
- Ownership
- Direct
- Footnotes
- F1, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
MYOV
transaction
Derivative
Stock Options (Right to Buy)
Disposed to Issuer
- Transaction value
- Shares
- -123,300
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Mar 2023
- Ownership
- Direct
- Underlying class
- Common Shares
- Underlying amount
- 123,300
- Exercise price
- $17.88
- Footnotes
- F1, F4, F5
MYOV
transaction
Derivative
Performance Stock Unit
Disposed to Issuer
- Transaction value
- Shares
- -103,703
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Mar 2023
- Ownership
- Direct
- Underlying class
- Common Shares
- Underlying amount
- 103,703
- Exercise price
- Footnotes
- F1, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Lauren Merendino is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote 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").
Footnote 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").
Footnote 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.
Footnote F4
One-fourth of the options vested on April 15, 2022, and one-sixteenth of the options vest each quarter thereafter.
Footnote 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.
Footnote F6
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.