13D Filing: Viking Global and Axovant Sciences Ltd (AXON)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Viking Global Investors 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Performance 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Equities 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Equities II 0 0 0 75,000,000 75,000,000 69.8%
VGE III Portfolio Ltd 0 0 0 75,000,000 75,000,000 69.8%
Viking Long Fund GP 0 0 0 75,000,000 75,000,000 69.8%
Viking Long Fund Master Ltd 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Opportunities GP 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Opportunities Portfolio GP 0 0 0 75,000,000 75,000,000 69.8%
Viking Global Opportunities Illiquid Investments Sub-Master 0 0 0 75,000,000 75,000,000 69.8%
O. Andreas Halvorsen 0 0 0 75,000,000 75,000,000 69.8%
David C. Ott 0 0 0 75,000,000 75,000,000 69.8%
Daniel S. Sundheim 0 0 0 0 0 0.0%

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Page 1 of 17 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1*

Axovant Sciences Ltd.
(Name of Issuer)
Common Shares, $0.00001 par value
(Title of Class of Securities)
G0750W104
(CUSIP Number)

Eric Komitee

General Counsel

55 Railroad Avenue

Greenwich, Connecticut 06830

203-863-5062

(Name,
Address and Telephone Number of Person

Authorized
to Receive Notices and Communications)

June 12, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 16 Pages)

______________________

* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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Page 2 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 2 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Investors LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

PN

* The calculation assumes that there are a total of 107,392,826 Common Shares (as defined
below) outstanding as of June 9, 2017, as reported by the Issuer (as defined below) on its Annual Report on Form 10-K for the
fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on June 13,
2017.

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Page 3 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 3 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Performance LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

OO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 4 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 4 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Equities LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

PN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 5 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 5 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Equities II LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

PN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 6 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 6 of 16 Pages
1

NAMES OF REPORTING PERSONS

VGE III Portfolio Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

CO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 7 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 7 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Long Fund GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

OO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 8 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 8 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Long Fund Master Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

CO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 9 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 9 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Opportunities GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

OO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 10 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 10 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Opportunities Portfolio GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

OO

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 11 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 11 of 16 Pages
1

NAMES OF REPORTING PERSONS

Viking Global Opportunities Illiquid Investments Sub-Master
LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

PN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 12 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 12 of 16 Pages
1

NAMES OF REPORTING PERSONS

O. Andreas Halvorsen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Norway

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

IN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 13 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 13 of 16 Pages
1

NAMES OF REPORTING PERSONS

David C. Ott

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

75,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

75,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.8%*

14

TYPE OF REPORTING PERSON

IN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 14 of 17 – SEC Filing

CUSIP No. G0750W104 13D Page 14 of 16 Pages
1

NAMES OF REPORTING PERSONS

Daniel S. Sundheim

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)
o

(b)
x

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

0

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%*

14

TYPE OF REPORTING PERSON

IN

* The calculation assumes that there are a total of 107,392,826 Common Shares outstanding
as of June 9, 2017, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed
with the SEC on June 13, 2017.

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Page 15 of 17 – SEC Filing

This Amendment No. 1 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on July 13, 2016 (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 4.  Purpose of Transaction

This Amendment amends the Original Schedule
13D to add the following paragraph immediately prior to the first paragraph of Item 4 of the Original Schedule 13D:

“As of June 12, 2017, Daniel S. Sundheim
has ceased to serve as Chief Investment Officer of VGI and no longer serves as an Executive Committee Member of Viking Global Partners
LLC (the general partner of VGI), VGP, VLFGP and Opportunities GP.  Therefore, Mr. Sundheim no longer beneficially owns any
Common Shares of the Issuer.”

Page 15 of 16 Pages

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Page 16 of 17 – SEC Filing

SIGNATURE

This Amendment amends the Original Schedule
13D to add the following paragraph immediately prior to the first paragraph of Item 4 of the Original Schedule 13D:

“As of June 12, 2017, Daniel S. Sundheim
has ceased to serve as Chief Investment Officer of VGI and no longer serves as an Executive Committee Member of Viking Global Partners
LLC (the general partner of VGI), VGP, VLFGP and Opportunities GP.  Therefore, Mr. Sundheim no longer beneficially owns any
Common Shares of the Issuer.”

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 14, 2017

By: /s/O. Andreas Halvorsen                    

By: O. Andreas Halvorsen – individually and as an Executive Committee
Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP and VGE
III PORTFOLIO LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP,
and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an
Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO
GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP

By: /s/David C. Ott                                     

By: David C. Ott – individually and as an Executive Committee Member
of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES LP, VIKING GLOBAL EQUITIES II LP and VGE III PORTFOLIO
LTD., and as an Executive Committee Member of Viking Global Partners LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as Executive
Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD., and as an Executive Committee
Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL
OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP

By: /s/Daniel S. Sundheim                          
By: Daniel S. Sundheim

Page 16 of 16 Pages

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Page 17 of 17 – SEC Filing

Follow Sio Gene Therapies Inc. (NASDAQ:SIOX)