IMVTW Immunovant Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Roivant Sciences Ltd.	2. Issuer Name and Ticker or Trading Symbol Immunovant, Inc. [ IMVT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) SUITE 1, 3RD FLOOR, 11-12 ST. JAMES'S SQUARE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/12/2020
(Street) LONDON, X0 SW1Y 4LB (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	5/12/2020		J(1)(2)		8773969	A	(1)(2)	47213419	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	On December 18, 2019 (the "Closing Date"), Immunovant Sciences Ltd. ("ISL") and Health Sciences Acquisition Corporation ("HSAC") closed the transactions contemplated by a Share Exchange Agreement, dated as of September 29, 2019 (the "Agreement"), pursuant to which HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for shares of common stock of HSAC ("Common Stock"), and ISL became a wholly owned subsidiary of HSAC (the "Transaction"). At closing of the Transaction, HSAC changed its name to Immunovant, Inc. (the "Company").
(2)	Pursuant to the terms of the Agreement and as part of the Transaction, Roivant received, among other consideration, certain rights to receive additional shares of Common Stock upon the achievement of certain milestones, as described in the Agreement (the "Earnout Rights"), including 8,773,969 shares of Common Stock if the volume weighted average sale price of the Common Stock equaled or exceeded $17.50 for any 20 trading days within a 30-day trading period during the period starting on the Closing Date and ending on March 31, 2023 (the "Milestone"). On May 12, 2020, the Milestone was achieved and Roivant became entitled to receive 8,773,969 shares of Common Stock as additional consideration for the Transaction and without the need for any additional consideration. Roivant's Earnout Rights became fixed and irrevocable on the Closing Date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Roivant Sciences Ltd. SUITE 1, 3RD FLOOR 11-12 ST. JAMES'S SQUARE LONDON, X0 SW1Y 4LB		X

Signatures
/s/ Marianne Romeo Dinsmore, as Authorized Signatory		5/14/2020
**Signature of Reporting Person		Date