SEC Form 3 · accession 0001144204-16-112844
Arbutus Biopharma Corp · ABUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 8, 2016
Accepted (ET)
Jul 13, 2016 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001447028
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, no par valueF1,F2 | holding | — | — | — | 16,013,540 | I | See footnote. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Dexxon Holdings Ltd. ("Dexxon") and its sole director, Dan Oren (together with Dexxon, the "Reporting Persons") are filing this Form 3 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the 16,013,540 common shares (the "Common Shares") of Arbutus Biopharma Corporation (the "Issuer") held by Roivant Sciences Ltd. ("Roivant") by virtue of governance arrangements in Roivant's bye-laws. The Reporting Persons do not directly own any Common Shares. Dexxon is a shareholder of Roivant and is one of the holders of the Override Right (as defined below). Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Dan Oren is ultimately the sole shareholder of Dexxon. Accordingly, Dan Oren may be deemed to have investment control over the Common Shares owned directly by Roivant.
- F2The filing of this statement shall not be deemed an admission that either Dexxon or Mr. Oren is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of directors of Roivant (the "Board"). Dr. Lo is an "independent director" within the meaning of that term under Roivant's bye-laws. As of the appointment of the independent director, Dexxon, voting unanimously, with two other major shareholders of Roivant, has the right to override certain decisions of the Board under Roivant's bye-laws, including with respect to dispositions of Common Shares (the "Override Right"). The Reporting Persons are filing this Form 3 because they may be accordingly deemed to have "dispositive power" and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override Right.