SEC Form 4 · accession 0000899243-18-031456
Axovant Sciences Ltd. · AXON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SoftBank Vision Fund L.P.
10% Owner
SVF Holdings (UK) LLP
10% Owner
SVF GP (Jersey) Ltd
10% Owner
SVF Investments (UK) Ltd
10% Owner
Period of report
Dec 18, 2018
Accepted (ET)
Dec 20, 2018 · 7:06 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636050
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2,F3 | Dec 18, 2018 | P | 10,000,000 | $1.00 | A | 99,285,714 | I | See Explanation |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Persons (as defined below) do not directly own any common shares (the "Common Shares") of Axovant Sciences Ltd. (the"Issuer"). Roivant Sciences Ltd. ("Roivant") directly holds the 99,285,714 Common Shares reported herein as beneficially owned by the Reporting Persons. Due to certain governance arrangements set forth in Roivant's bylaws, 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.
- F2The 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.
- F3The 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, or for any other purpose.
Remarks
Exhibit 24.1 - Power of Attorney (incorporated by reference in Form 3 filed by the Reporting Persons on September 14, 2017)