Roivant Sciences Ltd. — Director's Dealing 2019

Dec 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Myovant Sciences Ltd. (MYOV)
CIK: 0001679082
Period of Report: 2019-12-27

Reporting Person: Roivant Sciences Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-27	Common Shares, par value $0.000017727 per share	S	45008604	—	Disposed	0	Indirect

Footnotes

F1: Pursuant to the Transaction Agreement, dated as of October 31, 2019 (the "Transaction Agreement"), by and among Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo"), Roivant Sciences Ltd. ("Roivant") and certain subsidiaries of Roivant, Roivant agreed to (i) transfer to a wholly-owned subsidiary of Roivant all of the common shares of the Issuer that were beneficially owned by Roivant (the "Transferred Shares"), along with the equity interests owned by Roivant in four of its other subsidiaries, and at the closing of the transactions contemplated by the Transaction Agreement (the "Closing"), to transfer all of the shares of such wholly owned subsidiary to Sumitomo, (ii) grant Sumitomo options to purchase, subject to certain exceptions set forth in the Transaction Agreement, Roivant's existing equity interests in six other privately-held Roivant subsidiaries or affiliates and (iii) issue to Sumitomo common shares of Roivant.

F2: In exchange, Sumitomo made an approximately $3.0 billion (the "Sale Proceeds") upfront cash payment to Roivant upon the closing of the transactions contemplated by the Transaction Agreement. The Transaction Agreement did not contemplate an allocation of the Sale Proceeds with respect to the Transferred Shares. For reference, the closing market price of the Issuer's common shares as of October 31, 2019, the date on which Roivant agreed to transfer the Transferred Shares, was $5.46.

F3: Prior to the Closing, Roivant transferred the Transferred Shares to a wholly owned subsidiary of Roivant and, at the Closing, Roivant transferred all of the shares of such wholly-owned subsidiary to Sumitomo.