SEC Form 4 · accession 0001144204-17-052970
Arbutus Biopharma Corp · ABUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dexxon Holdings Ltd.
10% Owner
Dan Oren
10% Owner
Dexcel Pharma Technologies Ltd.
10% Owner
Period of report
Oct 16, 2017
Accepted (ET)
Oct 18, 2017 · 12:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001447028
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Participating Convertible Preferred SharesF1,F2,F3,F4 | $7.13 | Oct 16, 2017 | P | 500,000 | A | — | Oct 16, 2021 | Common shares, no par value | 9,808,386 | 500,000 | I |
Explanation of responses
- F1Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends.
- F2Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares.
- F3Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares held by Roivant. Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Preferred Shares.
- F4Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Preferred Shares owned directly by Roivant. The Reporting Persons do not directly own any Preferred Shares. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.