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 *

Curran Terrie
2. Issuer Name and Ticker or Trading Symbol

Myovant Sciences Ltd. [ MYOV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MYOVANT SCIENCES, INC., 2000 SIERRA POINT PARKWAY, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2023
(Street)

BRISBANE, CA 94005
(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 Shares 3/10/2023  D(1)  3673 (2)D (3)0 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 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
Stock Options (Right to Buy) $11.30 3/10/2023  D (1)    33846   (4)11/14/2026 Common Shares 33846  (5)0 D  
Stock Options (Right to Buy) $12.68 3/10/2023  D (1)    11154   (4)5/14/2027 Common Shares 11154  (5)0 D  
Stock Options (Right to Buy) $13.14 3/10/2023  D (1)    22500   (4)8/17/2027 Common Shares 22500  (5)0 D  
Stock Options (Right to Buy) $24.25 3/10/2023  D (1)    22500   (4)8/30/2028 Common Shares 22500  (5)0 D  
Stock Options (Right to Buy) $7.65 3/10/2023  D (1)    5250   (4)8/22/2029 Common Shares 5250  (5)0 D  
Stock Options (Right to Buy) $21.47 3/10/2023  D (1)    21603   (4)9/14/2030 Common Shares 21603  (5)0 D  
Stock Options (Right to Buy) $22.71 3/10/2023  D (1)    21096   (4)11/4/2031 Common Shares 21096  (5)0 D  

Explanation of Responses:
(1) 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").
(2) 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.
(3) 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").
(4) These options are fully vested.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Curran Terrie
C/O MYOVANT SCIENCES, INC.
2000 SIERRA POINT PARKWAY, 9TH FLOOR
BRISBANE, CA 94005
X



Signatures
/s/ Matthew Lang, Attorney-in-fact3/10/2023
**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).
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Myovant Sciences (NYSE:MYOV)
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Myovant Sciences (NYSE:MYOV)
過去 株価チャート
から 6 2023 まで 6 2024 Myovant Sciencesのチャートをもっと見るにはこちらをクリック