Page 7 of 9 – SEC Filing
The Reporting Persons expect to review on a continuing basis Roivants investment in the
Common Shares and the Issuers business, affairs, operations, financial position, capital needs, governance, management, strategy and future plans. As part of their review, they may from time to time engage in discussions or otherwise
communicate about such matters with others, including, without limitation, members of the board of directors of the Issuer (the Board), management or representatives of the Issuer, other shareholders of the Issuer and other relevant
parties. Based on such review and any such communications, as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, subject to any then existing legal or contractual limitations:
(a) purchase additional Common Shares, warrants, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (b) sell or direct the sale of all or a portion of the Common Shares, warrants, options
or related derivatives now beneficially owned or hereafter acquired by them; (c) enter into and/or dispose of certain derivative transactions with one or more counterparties and/or (d) to the extent permitted by applicable laws, borrow
securities, including the Common Shares, for the purpose of effecting, and effect, short sale transactions, and purchase securities for the purpose of closing out short positions in such securities. In addition, the Reporting Persons may evaluate,
discuss and/or take action with respect to plans or proposals that could relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer, or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers charter, by-laws or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated
above.
Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans
or proposals with respect to any of such matters, but has no present intention of doing so. None of the Reporting Persons is obligated to take or refrain from taking any action with respect to any plans or proposals that the Reporting Persons may
evaluate, discuss or determine to pursue. Accordingly, the Reporting Persons reserve the right to revise their plans or intentions at any time and to take any and all action that they may deem appropriate to maximize the value of Roivants
investment in the Issuer in light of the Reporting Persons general investment policies, market conditions, subsequent developments regarding or affecting the Issuer and the general business and future prospects of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the
cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
All percentages referred to on the cover pages are determined using a denominator of 99,150,000 Common Shares issued and outstanding as of
June 3, 2016, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, as filed with the Securities and Exchange Commission on June 6, 2016.
QVT Financial is the investment manager for the Fund. QVT Financial has the power to direct the vote and disposition of the investments held
by the Fund. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 75,000,000 Common Shares, consisting of the Common Shares owned directly by Roivant.
QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT
Financial. QVT Associates GP LLC, as general partner of the Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by the Fund, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an
aggregate amount of 75,000,000 Common Shares.
Except as disclosed in this 13D, none of the Reporting Persons beneficially owns or has the
right to acquire any Common Shares, and none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that such Reporting Persons may be deemed to beneficially
own.
Each of the Covered Persons and Reporting Persons disclaims beneficial ownership of the Common Shares owned by Roivant.
(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Other than as disclosed herein, the Reporting
Persons have not effected any transactions in the Common Shares during the past 60 days.
(d) To the best knowledge of the Reporting
Persons, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Page 7 of 11 pages
The Reporting Persons expect to review on a continuing basis Roivants investment in the
Common Shares and the Issuers business, affairs, operations, financial position, capital needs, governance, management, strategy and future plans. As part of their review, they may from time to time engage in discussions or otherwise
communicate about such matters with others, including, without limitation, members of the board of directors of the Issuer (the Board), management or representatives of the Issuer, other shareholders of the Issuer and other relevant
parties. Based on such review and any such communications, as well as general economic, market and industry conditions and prospects existing at the time, the Reporting Persons may, subject to any then existing legal or contractual limitations:
(a) purchase additional Common Shares, warrants, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (b) sell or direct the sale of all or a portion of the Common Shares, warrants, options
or related derivatives now beneficially owned or hereafter acquired by them; (c) enter into and/or dispose of certain derivative transactions with one or more counterparties and/or (d) to the extent permitted by applicable laws, borrow
securities, including the Common Shares, for the purpose of effecting, and effect, short sale transactions, and purchase securities for the purpose of closing out short positions in such securities. In addition, the Reporting Persons may evaluate,
discuss and/or take action with respect to plans or proposals that could relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer, or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers charter, by-laws or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated
above.
Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans
or proposals with respect to any of such matters, but has no present intention of doing so. None of the Reporting Persons is obligated to take or refrain from taking any action with respect to any plans or proposals that the Reporting Persons may
evaluate, discuss or determine to pursue. Accordingly, the Reporting Persons reserve the right to revise their plans or intentions at any time and to take any and all action that they may deem appropriate to maximize the value of Roivants
investment in the Issuer in light of the Reporting Persons general investment policies, market conditions, subsequent developments regarding or affecting the Issuer and the general business and future prospects of the Issuer.
| Item 5. | Interest in Securities of the Issuer |
(a) and (b) The information contained on the
cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
All percentages referred to on the cover pages are determined using a denominator of 99,150,000 Common Shares issued and outstanding as of
June 3, 2016, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, as filed with the Securities and Exchange Commission on June 6, 2016.
QVT Financial is the investment manager for the Fund. QVT Financial has the power to direct the vote and disposition of the investments held
by the Fund. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 75,000,000 Common Shares, consisting of the Common Shares owned directly by Roivant.
QVT Financial GP LLC, as general partner of QVT Financial, may be deemed to beneficially own the same number of Common Shares reported by QVT
Financial. QVT Associates GP LLC, as general partner of the Fund, may be deemed to beneficially own the aggregate number of Common Shares owned by the Fund, and accordingly, QVT Associates GP LLC may be deemed to be the beneficial owner of an
aggregate amount of 75,000,000 Common Shares.
Except as disclosed in this 13D, none of the Reporting Persons beneficially owns or has the
right to acquire any Common Shares, and none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that such Reporting Persons may be deemed to beneficially
own.
Each of the Covered Persons and Reporting Persons disclaims beneficial ownership of the Common Shares owned by Roivant.
(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. Other than as disclosed herein, the Reporting
Persons have not effected any transactions in the Common Shares during the past 60 days.
(d) To the best knowledge of the Reporting
Persons, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Page 7 of 11 pages
