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Filing Details

Accession Number:: 0001104659-19-033505
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-03 19:17:04
Reporting Period:: 2019-05-30

Accepted Time:: 2019-06-03 19:17:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1740547	Urovant Sciences Ltd.	UROV	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1311210	Patrick Machado	C/O Roivant Sciences Ltd. Suite 1, 3Rd Floor 11-12 St. James'S Square London X0 SW1Y 4LB		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-05-30	6,951	$7.97	22,766,543	No	4	P	Indirect	See footnotes
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-05-30	300	$8.91	22,766,843	No	4	P	Indirect	See footnotes
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-05-31	5,071	$7.70	22,771,914	No	4	P	Indirect	See footnotes
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-06-03	5,424	$7.71	22,777,338	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Footnotes

The transaction was a series of open market purchases made by Roivant Sciences Ltd. ("Roivant") under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act. The purchases were made by Roivant and not by the Reporting Person. See footnotes 3 and 4 for information on the Reporting Person's ownership via Roivant of the purchased Common Shares.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.70 to $8.70, inclusive. The reporting person undertakes to provide to Urovant Sciences Ltd. ("Urovant"), any security holder of Urovant, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (2) to this Form 4.
These Common Shares are directly beneficially owned by Roivant and indirectly beneficially owned by the Reporting Person. Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Common Shares require the approval of a majority of Roivant's board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director. The reporting person was appointed as an Independent Director of Roivant effective October 18, 2016.
As the approval of the reporting person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Common Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the shares owned by Roivant, except to the extent of his respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the reporting person and any other Independent Director constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $8.71 to $9.03, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (5) to this Form 4.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.41 to $7.84, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (6) to this Form 4.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.64 to $7.74, inclusive. The reporting person undertakes to provide to Urovant, any security holder of Urovant, or the staff of the SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote (7) to this Form 4.