FORM 4
[X] 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 *

Sumitomo Chemical Co., Ltd.
2. Issuer Name and Ticker or Trading Symbol

Myovant Sciences Ltd. [ MYOV ]
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)

7-1 NIHONBASHI 2-CHOME
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2023
(Street)

CHUO-KU, TOKYO, M0 103-6020
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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 Shares 3/10/2023  P  51599200 (1)(2)A$27.00 45798176 (1)(2)I See Footnote (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 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.
(2) (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.
(3) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sumitomo Chemical Co., Ltd.
7-1 NIHONBASHI 2-CHOME
CHUO-KU, TOKYO, M0 103-6020

X

Sumitomo Pharma Co., Ltd.
6-8 DOSHOMACHI 2-CHOME
CHUO-KU, OSAKA, M0 541-0045

X

Sumitovant Biopharma Ltd.
7TH FLOOR 50 BROADWAY
LONDON, X0 SW1H 0DB

X


Signatures
Sumitomo Chemical Co., Ltd., By: /s/ Takeo Kitayama, Executive Officer, General Manager, Corporate Planning Office3/10/2023
**Signature of Reporting PersonDate

Sumitomo Pharma Co., Ltd., By: /s/ Tsutomu Nakagawa, Senior Director, Global Corporate Strategy,3/10/2023
**Signature of Reporting PersonDate

Sumitovant Biopharma Ltd., By: /s/ Monika Adams, Transactions Officer3/10/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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