Key facts
- This page summarizes Nancy Valente's Form 4 filing for Myovant Sciences Ltd..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 10 Mar 2023, 08:32.
Nancy Valente - 10 Mar 2023 Form 4 Insider Report for Myovant Sciences Ltd.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 10 Mar 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 10 Mar 2023, 08:32:52 UTC
- Prior SEC filing
- 28 Oct 2022
- Next SEC filing
- 03 May 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
Nancy Valente filed Form 4 for Myovant Sciences Ltd. on 10 Mar 2023.
Change
- Previous filing in this sequence was filed on 28 Oct 2022.
- 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
- -3,673
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Mar 2023
- Ownership
- Direct
- Footnotes
- F1, F2, 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
- -36,892
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 10 Mar 2023
- Ownership
- Direct
- Underlying class
- Common Shares
- Underlying amount
- 36,892
- Exercise price
- $22.71
- Footnotes
- F1, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Nancy Valente is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 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
Reflects the vested portion of 9,859 restricted stock units ("RSUs") granted to the Reporting Person as the annual non-employee director grant, which pro-ration was calculated based on the number of days the Reporting Person had served as a director from October 26, 2022 to the effective time of the Merger (the "Effective Time") (by using 365 days for a full year), which was equal to 3,673 (rounded down to the nearest whole RSU). Such vested RSUs were converted into the RSU Consideration (as defined below). The remaining 6,186 unvested RSUs were forfeited without consideration as of the Effective Time.
Footnote F3
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) $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"), multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time (the "RSU Consideration").
Footnote F4
One-third of the options vested and became exercisable on November 5, 2022, with the balance of the options vesting in eight equal quarterly installments 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.