Page 15 of 19 – SEC Filing
This Amendment No. 2 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2016, as amended and supplemented by Amendment
No. 1 filed on June 14, 2017 (as so amended and supplemented, the “Original Schedule 13D”), with respect to
the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates Item
2 of the Original Schedule 13D in its entirety as set forth below:
(a), (f) This Schedule 13D is being filed
jointly on behalf of Viking Global Investors LP, a Delaware limited partnership (“VGI”), Viking Global Performance
LLC, a Delaware limited liability company (“VGP”), Viking Global Equities LP, a Delaware limited partnership
(“VGE”), Viking Global Equities II LP, a Delaware limited partnership (“VGEII”), VGE III
Portfolio Ltd., a Cayman Islands exempted company (“VGEIII”), Viking Long Fund GP LLC, a Delaware limited liability
company (“VLFGP”), Viking Long Fund Master Ltd., a Cayman Islands exempted company (“VLFM”),
Viking Global Opportunities GP LLC, a Delaware limited liability company (“Opportunities GP”), Viking Global
Opportunities Portfolio GP LLC, a Delaware limited liability company (“Opportunities Portfolio GP”), Viking
Global Opportunities Illiquid Investments Sub-Master LP, a Cayman Islands exempted limited partnership (“Opportunities
Fund”, and, together with VGE, VGEII, VGEIII and VLFM, the “Funds”), O. Andreas Halvorsen, a citizen
of Norway, David C. Ott, a citizen of the United States, and Rose S. Shabet, a citizen of the United States (each, a “Reporting
Person”, and, collectively, the “Reporting Persons”).
The Reporting Persons have entered into
a joint filing agreement, dated as of July 5, 2017, a copy of which is filed herewith as Exhibit 99.1.
(b) The business address of each of the
Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830.
(c) The principal business of VGI is
to provide managerial services to related entities engaged in making or recommending investments in securities of public and private
companies.
The principal business of each of VGP,
VLFGP, Opportunities GP and Opportunities Portfolio GP is to serve as the general partner or investment manager of related entities
engaged in making or recommending investments in securities of public and private companies.
The principal business of each of the
Funds is to engage in making investments in securities of public and private companies.
The present principal occupation of O.
Andreas Halvorsen is Chief Executive Officer of VGI. The present principal occupation of David C. Ott is Advisory Director of VGI.
The present principal occupation of Rose S. Shabet is Chief Operating Officer of VGI.
(d), (e) During the last five years,
none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment amends and restates the
first paragraph of Item 3 of the Original Schedule 13D in its entirety as set forth below:
“The Reporting Persons do not directly
own any Common Shares. The Reporting Persons (other than Ms. Shabet) acquired Roivant Sciences Ltd. (“Roivant”)
common shares (the “Roivant Common Shares”) on December 8, 2015 pursuant to share purchase agreements using
capital invested in the Funds by their investors. Roivant directly owns the 75,000,000 Common Shares reported herein. Ms. Shabet
became an Executive Committee Member on July 1, 2017.”
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