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Filing Details

Accession Number:: 0001209191-19-034072
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-03 19:18:13
Reporting Period:: 2019-05-24

Accepted Time:: 2019-06-03 19:18:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1740547	Urovant Sciences Ltd.	UROV	()	Y9

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1699940	L.p. Fund Vision Softbank	Aztec Group House 11-15 Seton Place St. Helier Y9 JE40QH	No	No	Yes	No
1716727	Llp (Uk) Holdings Svf	69 Grosvenor Street London X0 W1K 3JP	No	No	Yes	No
1716728	Ltd (Jersey) Gp Svf	Aztec Group House 11-15 Seton Place St. Helier Y9 JE40QH	No	No	Yes	No
1716729	Ltd (Uk) Investments Svf	69 Grosvenor Street London X0 W1K 3JP	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	Acquisiton	2019-05-30	6,951	$7.97	22,766,543	No	4	P	Indirect	See Explanation
Common Shares, Par Value $0.000037453	Acquisiton	2019-05-30	300	$8.91	22,766,843	No	4	P	Indirect	See Explanation
Common Shares, Par Value $0.000037453	Acquisiton	2019-05-31	5,071	$7.70	22,771,914	No	4	P	Indirect	See Explanation
Common Shares, Par Value $0.000037453	Acquisiton	2019-06-03	5,424	$7.71	22,777,338	No	4	P	Indirect	See Explanation

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

Footnotes

The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Urovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 22,777,338 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Persons may be deemed to have beneficial ownership over the Common Shares held by Roivant.
The Roivant common shares are held directly by SVF Investments (UK) Limited ("SVF Investments"), which is a wholly owned subsidiary of SVF Holdings (UK) LLP ("SVF Holdings"), which is a wholly owned subsidiary of SoftBank Vision Fund L.P. ("SoftBank Vision Fund"). SVF GP (Jersey) Limited ("SVF GP"), is the general partner of SoftBank Vision Fund. SVF Investments, SVF Holdings, SoftBank Vision Fund and SVF GP are referred to herein collectively as the "Reporting Persons". SVF Holdings may be deemed to share dispositive power over the Common Shares as the sole shareholder of SVF Investments, SoftBank Vision Fund may be deemed to share dispositive power over the Common Shares as the Managing Member of SVF Holdings, and SVF GP may be deemed to share dispositive power over the Common Shares as the general partner of SVF Holdings.
The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
The transaction was a series of open market purchases made by Roivant under a trading plan established by Roivant pursuant to Rule 10b5-1 under the Exchange Act, and in accordance with the safe harbor of Rule 10b-18 under the Exchange Act.
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 Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 (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 $8.71 to $9.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 $7.41 to $7.84, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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.
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 Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 (8) to this Form 4.