Page 6 of 9 – SEC Filing
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common shares, $0.00001 par value (the Common Shares), of Axovant Sciences Ltd., a Bermuda company (the Issuer). The address of the principal executive offices of the Issuer is Clarendon House, 2 Church Street, Hamilton
HM11, Bermuda.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is filed by QVT Financial LP, a
Delaware limited partnership (QVT Financial), QVT Financial GP LLC, a Delaware limited liability company, QVT Fund V LP (the Fund), a Cayman Islands limited partnership, and QVT Associates GP LLC, a Delaware limited liability
company (collectively, the Reporting Persons).
The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT
Associates GP LLC are located at 1177 Avenue of the Americas, 9th Floor, New York, New York 10036. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. QVT Financial GP LLC is the general partner
of QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financials principal business is investment management, and it acts as the investment manager for the Fund,
and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of
the Fund, may also be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund.
Daniel Gold, Nicholas
Brumm, Arthur Chu and Tracy Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu are referred to collectively herein as the Covered Persons. The business addresses and principal
occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.
(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Persons nor any of
the Covered Persons 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.
(f)
See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. Each of the Covered Persons is a citizen of the United States of America.
The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
The Issuer, prior to its initial
public offering on June 11, 2015, was a wholly-owned subsidiary of Roivant Sciences Ltd. (Roivant). Roivant directly holds the 75,000,000 Common Shares reported herein as beneficially owned by the Reporting Persons.
Item 4. Purpose of Transaction
Roivant directly owns the Common Shares that are the subject of
this Schedule 13D. As shareholders of Roivant, the Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of
governance arrangements in Roivants bye-laws.
Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of
directors of Roivant (the Roivant Board). Dr. Lo is an independent director within the meaning of that term under Roivants bye-laws. As of the appointment of the independent director, an affiliate of the Fund,
voting unanimously with two other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board under Roivants bye-laws, including with respect to dispositions of Common Shares (the Override
Right). The Reporting Persons are filing this Schedule 13D because they may be accordingly deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override
Right. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the beneficial owners of any
securities covered by this statement.
Page 6 of 11 pages
| Item 1. | Security and Issuer |
The class of equity securities to which this statement relates is
the common shares, $0.00001 par value (the Common Shares), of Axovant Sciences Ltd., a Bermuda company (the Issuer). The address of the principal executive offices of the Issuer is Clarendon House, 2 Church Street, Hamilton
HM11, Bermuda.
| Item 2. | Identity and Background |
(a)-(c) This Schedule 13D is filed by QVT Financial LP, a
Delaware limited partnership (QVT Financial), QVT Financial GP LLC, a Delaware limited liability company, QVT Fund V LP (the Fund), a Cayman Islands limited partnership, and QVT Associates GP LLC, a Delaware limited liability
company (collectively, the Reporting Persons).
The principal executive offices of QVT Financial, QVT Financial GP LLC and QVT
Associates GP LLC are located at 1177 Avenue of the Americas, 9th Floor, New York, New York 10036. The registered office of the Fund is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. QVT Financial GP LLC is the general partner
of QVT Financial, and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by QVT Financial. QVT Financials principal business is investment management, and it acts as the investment manager for the Fund,
and as such may be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund. QVT Financial has the power to direct the vote and disposition of securities held by the Fund. QVT Associates GP LLC, as general partner of
the Fund, may also be deemed to beneficially own the Common Shares reported as beneficially owned by the Fund.
Daniel Gold, Nicholas
Brumm, Arthur Chu and Tracy Fu are the managing members of QVT Financial GP LLC and QVT Associates GP LLC. Messrs. Gold, Brumm, Chu and Fu are referred to collectively herein as the Covered Persons. The business addresses and principal
occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.
(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Persons nor any of
the Covered Persons 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.
(f)
See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. Each of the Covered Persons is a citizen of the United States of America.
The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Issuer, prior to its initial
public offering on June 11, 2015, was a wholly-owned subsidiary of Roivant Sciences Ltd. (Roivant). Roivant directly holds the 75,000,000 Common Shares reported herein as beneficially owned by the Reporting Persons.
| Item 4. | Purpose of Transaction |
Roivant directly owns the Common Shares that are the subject of
this Schedule 13D. As shareholders of Roivant, the Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of
governance arrangements in Roivants bye-laws.
Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of
directors of Roivant (the Roivant Board). Dr. Lo is an independent director within the meaning of that term under Roivants bye-laws. As of the appointment of the independent director, an affiliate of the Fund,
voting unanimously with two other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board under Roivants bye-laws, including with respect to dispositions of Common Shares (the Override
Right). The Reporting Persons are filing this Schedule 13D because they may be accordingly deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override
Right. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the beneficial owners of any
securities covered by this statement.
Page 6 of 11 pages
