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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock, $0.0001 par value per share | (3) | 12/18/2019 | J(1) | 10,000 | (3) | (3) | Common Stock, $0.0001 par value per share | 10,000 | $ 10 (4) | 10,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Roivant Sciences Ltd. SUITE 1, 3RD FLOOR 11-12 ST. JAMES'S SQUARE LONDON, X0 SW1Y 4LB |
X |
/s/ Marianne Romeo Dinsmore, as Authorized Signatory | 12/20/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The transaction was pursuant to a Share Exchange Agreement, dated as of September 29, 2019, where Roivant received 36,917,339 shares of Common Stock in consideration for its equity securities of Immunovant Sciences Ltd., as well as 10,000 shares of Series A Preferred Stock |
(2) | The price reported in Column 4 is the deemed value of the shares in the Share Exchange Agreement |
(3) | Each share of Series A Preferred Stock is convertible into common stock on a one-for-one basis into the number of shares of common stock shown in column 7 at any time at the holder's election. The Series A Preferred Stock has no expiration date. |
(4) | The price reported in Column 8 is the deemed value of the shares in the Share Exchange Agreement |