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Filing Details

Accession Number:: 0000903423-19-000242
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-06-11 18:19:08
Reporting Period:: 2019-06-07

Accepted Time:: 2019-06-11 18:19:08
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1103804	Viking Global Investors Lp	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1133006	Andreas Ole Halvorsen	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1621842	C. David Ott	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1629472	Viking Global Opportunities Portfolio Gp Llc	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1629476	Viking Global Opportunities Gp Llc	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1629482	Viking Global Opportunities Illiquid Investments Sub-Master Lp	55 Railroad Avenue Greenwich CT 06830	No	No	Yes	No
1711393	Sharon Rose Shabet	55 Railroad Avenue Greenwich CT 06830	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	2019-06-07	6,649	$7.97	22,805,109	No	4	P	Indirect	See Footnotes
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-06-10	7,500	$8.35	22,812,609	No	4	P	Indirect	See Footnotes
Common Shares, Par Value $0.000037453 Per Share	Acquisiton	2019-06-11	7,189	$8.58	22,819,798	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

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 5 and 6 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 $7.73 to $8.10, 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.
The price reported in Column 4 is a weighted average price. These Common Shares were purchased in multiple transactions at prices ranging from $7.89 to $8.68, 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 (3) 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 $8.41 to $8.75, 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 (4) to this Form 4.
These shares of common stock (the "Common Shares") of Urovant are directly beneficially owned by Roivant and indirectly beneficially owned by the Reporting Persons. The Reporting Persons acquired Roivant common shares on December 8, 2015. 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 Persons had an Independent Director appointed to Roivant's board of directors effective July 8, 2016.
As the approval of the Reporting Person's 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 Persons may be deemed to have dispositive power over, and to be indirect beneficial owners of, the Common Shares directly beneficially owned by Roivant. The Reporting Persons disclaim beneficial ownership of the shares owned by Roivant, except to the extent of their respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the Reporting Persons 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.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP"), Viking Long Fund GP LLC ("VLFGP") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP").
VGI provides managerial services to various investment funds, including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), Viking Global Equities Master Ltd. ("VGEM"), Viking Long Fund Master Ltd. ("VLFM") and Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund", and together with VGE, VGE II, VGE III, VGEM and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III and VGEM. VLFGP serves as the investment manager of VLFM. Opportunities GP serves as the sole member of Opportunities Portfolio GP. Opportunities Portfolio GP serves as the general partner of Opportunities Fund.