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Filing Details

Accession Number:: 0000899243-23-007864
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-10 09:17:15
Reporting Period:: 2023-03-10

Accepted Time:: 2023-03-10 09:17:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1679082	Myovant Sciences Ltd.	MYOV	()	M0

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1446601	Sumitomo Pharma Co., Ltd.	6-8 Doshomachi 2-Chome Chuo-Ku, Osaka M0 541-0045	No	No	Yes	No
1798244	Ltd. Biopharma Sumitovant	7Th Floor 50 Broadway London X0 SW1H 0DB	No	No	Yes	No
1798550	Sumitomo Chemical Co., Ltd.	7-1 Nihonbashi 2-Chome Chuo-Ku, Tokyo M0 103-6020	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	Acquisiton	2023-03-10	51,599,200	$27.00	45,798,176	No	4	P	Indirect	See Footnote

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

Footnotes

On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of Myovant Sciences Ltd. (the "Issuer") not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto.
(Continued from footnote 1) Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger"). At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes.
Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma"), which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Pharma and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Pharma and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.