SEC Form 3 · accession 0000903423-19-000014
Axovant Sciences Ltd. · AXON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Viking Global Equities Master Ltd.
10% Owner
Period of report
Jan 1, 2019
Accepted (ET)
Jan 10, 2019 · 4:31 pm 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,F4 | holding | — | — | — | 99,285,714 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Viking Global Equities Master Ltd. ("VGEM") does not directly own any shares of common stock (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer"). The Viking Entities (as defined below) acquired Roivant Sciences Ltd. ("Roivant") common shares (the "Roivant Common Shares") on December 8, 2015. Roivant directly holds the 99,285,714 Common Shares reported herein. As a result of certain governance arrangements set forth in Roivant's bye-laws, due to the appointment of one or more independent directors (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors, the Viking Entities may be deemed to have beneficial ownership over the Common Shares held by Roivant.
- F2O. 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 VGEM, Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III" and, together with VGE, the "VGEM Feeders"), 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 and Opportunities Portfolio GP, the "Viking Entities").
- F3VGP 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. As of January 1, 2019, as part of an internal reorganization, the VGEM Feeders became feeder funds for a new master fund, VGEM. The Viking Entities (other than VGEM) previously disclosed their beneficial ownership of the Common Shares on Form 3s dated July 13, 2016.
- F4VGEM disclaims beneficial ownership of these securities except to the extent of its 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 (the "Exchange Act"), or for any other purpose.
Remarks
(5) Each of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of VIKING GLOBAL EQUITIES MASTER LTD.