SEC Form 4 · accession 0001104659-18-038769
Axovant Sciences Ltd. · AXON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Machado
10% Owner
Period of report
Jun 5, 2018
Accepted (ET)
Jun 7, 2018 · 7:32 am EDT
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 Shares, par value $0.00001 per shareF1,F2 | Jun 5, 2018 | P | 14,285,714 | $1.75 | A | 89,285,714 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These Common Shares are directly beneficially owned by Roivant Sciences Ltd. ("Roivant"). Pursuant to Roivant's internal governance documents, following the appointment to Roivant's board of directors of one or more directors meeting certain independence criteria (each an "Independent Director" and collectively the "Independent Directors"), dispositions of the Common Shares require the approval of a majority of Roivant's board of directors, including (i) at least two Independent Directors, or, (ii) if there is only one independent director, that sole Independent Director. The reporting person was appointed as an Independent Director of Roivant effective October 18, 2016.
- F2As the approval of the reporting person as an Independent Director, and, to the extent one other Independent Director is serving, that other Independent Director, is needed for Roivant to dispose of the Common Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Common Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the shares owned by Roivant, except to the extent of his respective pecuniary interest therein. Additionally, this filing shall not be deemed an admission that the reporting person and any other Independent Director constitute a "group" for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended.