Last 12 months
Inside the activity.
0 purchase rows · 0 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| March 01, 2019 Filed Mar 5, 2019 23:04 UTC |
HASTINGS DAVID CChief Financial Officer
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 137,500 | $0.00 Strike: $4.57 | $0.00 |
DisclosureSEC source: 0001123292-19-000431 · edgar.xml · derivative · entry 1 HASTINGS DAVID C · CIK 0001237401 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 137,500 Underlying: Common Shares · 137,500 shares Expires 2029-03-01 F1 · derivative.exercise_date: The option will vest and become exercisable in three equal annual installments beginning March 1, 2020. Read SEC document |
| December 11, 2018 Filed Dec 13, 2018 15:11 UTC |
VandenEnden KoertChief Accounting Officer
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 7,500 | $0.00 Strike: $4.44 | $0.00 |
DisclosureSEC source: 0001123292-18-001115 · edgar.xml · derivative · entry 1 VandenEnden Koert · CIK 0001732118 · Chief Accounting Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 7,500 Underlying: Common Shares · 7,500 shares Expires 2028-12-11 F1 · derivative.exercise_price: The option will vest on termination of employment. F1 · derivative.exercise_date: The option will vest on termination of employment. Read SEC document |
| November 28, 2018 Filed Nov 30, 2018 21:55 UTC |
Murray Mark J.Director
|
Exercise / conversionEmployee Stock Option (Right to Buy) · Derivative | 25,000 | $0.00 Strike: $1.35 | $0.00 |
DisclosureSEC source: 0001123292-18-001091 · edgar.xml · derivative · entry 2 Murray Mark J. · CIK 0001628383 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Shares · 25,000 shares Expires 2018-12-08 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Converted from an exercise price of C$1.80 based on a conversion rate of C$1.33:$1.00 as of November 28, 2018. F2 · derivative.exercise_date: The option vested 1/4 on December 8, 2008, with the remaining portion vesting in equal annual installments beginning on December 8, 2009. Read SEC document |
| November 28, 2018 Filed Nov 30, 2018 21:55 UTC |
Murray Mark J.Director
|
Exercise / conversionCommon Shares | 25,000 | $1.35 | $33,750.00 |
DisclosureSEC source: 0001123292-18-001091 · edgar.xml · nonDerivative · entry 1 Murray Mark J. · CIK 0001628383 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 341,396 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Converted from an exercise price of C$1.80 based on a conversion rate of C$1.33:$1.00 as of November 28, 2018. Read SEC document |
| November 26, 2018 Filed Nov 27, 2018 19:21 UTC |
Torti FrankDirector
|
GrantDirector Share Option (right to buy) · Derivative | 44,000 | $0.00 Strike: $4.72 | $0.00 |
DisclosureSEC source: 0001123292-18-001085 · edgar.xml · derivative · entry 1 Torti Frank · CIK 0001647805 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 44,000 Underlying: Common Shares · 44,000 shares Expires 2028-11-26 F1 · derivative.exercise_date: The option will vest and become exercisable in three equal annual installments beginning November 26, 2019. Read SEC document |
| October 18, 2018 Filed Oct 22, 2018 17:37 UTC |
POTTER MYRTLE SDirector
|
GrantDirector Share Option (Right to Buy) · Derivative | 44,000 | $0.00 Strike: $4.71 | $0.00 |
DisclosureSEC source: 0001567619-18-004380 · doc1.xml · derivative · entry 1 POTTER MYRTLE S · CIK 0001214130 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 44,000 Underlying: Common Shares · 44,000 shares Expires 2028-10-18 F1 · derivative.exercise_date: The options vest as follows: 1/3 on 10/18/2019; 1/3 on 10/18/2020; and 1/3 on 10/18/2021. Read SEC document |
| October 18, 2018 Filed Oct 22, 2018 17:31 UTC |
Meyers James RDirector
|
GrantDirector Share Option (Right to Buy) · Derivative | 44,000 | $0.00 Strike: $4.71 | $0.00 |
DisclosureSEC source: 0001567619-18-004376 · doc1.xml · derivative · entry 1 Meyers James R · CIK 0001387521 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 44,000 Underlying: Common Shares · 44,000 shares Expires 2028-10-18 F1 · derivative.exercise_date: The options vest as follows: 1/3 on 10/18/2019; 1/3 on 10/18/2020; and 1/3 on 10/18/2021. Read SEC document |
| October 08, 2018 Filed Oct 10, 2018 18:20 UTC |
Picchio GastonChief Development Officer
|
GrantEmployee Share Option (Right to Buy) · Derivative | 200,000 | $0.00 Strike: $9.38 | $0.00 |
DisclosureSEC source: 0001567619-18-003919 · doc1.xml · derivative · entry 1 Picchio Gaston · CIK 0001755014 · Chief Development Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 200,000 Underlying: Common Shares · 200,000 shares Expires 2028-10-08 F1 · derivative.exercise_date: The options vest as follows: 1/3 on 10/8/2019; 1/3 on 10/8/2020; and 1/3 on 10/8/2021. Read SEC document |
| August 13, 2018 Filed Aug 14, 2018 22:23 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 4,250 | $9.51 | $40,435.78 |
DisclosureSEC source: 0001567619-18-001148 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,499,153 F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.5073 to $9.5525, inclusive. The reporting person undertakes to provide to Arbutus Biopharma Corp., any security holder of Arbutus Biopharma Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Read SEC document |
| August 13, 2018 Filed Aug 15, 2018 19:14 UTC Amendment |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 4,250 | $9.51 | $40,435.78 |
DisclosureSEC source: 0001567619-18-001171 · doc1.xml · nonDerivative · entry 2 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Indirect · Held by Irrrevocable Trust of Michael J. Sofia dated December 22, 2014 Disclosed balance after: 167,162 F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.5073 to $9.5525, inclusive. The reporting person undertakes to provide to Arbutus Biopharma Corp., any security holder of Arbutus Biopharma Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. Read SEC document |
| July 11, 2018 Filed Jul 13, 2018 17:36 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $10.00 | $100,000.00 |
DisclosureSEC source: 0001140361-18-032341 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,503,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. Read SEC document |
| July 09, 2018 Filed Jul 10, 2018 17:11 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $8.91 | $89,060.00 |
DisclosureSEC source: 0001140361-18-032008 · doc1.xml · nonDerivative · entry 2 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,513,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.50 to $9.35, inclusive. The reporting person undertakes to provide to Arbutus Biopharma Corp., any security holder of Arbutus Biopharma Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the rages set forth in this footnote. Read SEC document |
| July 06, 2018 Filed Jul 10, 2018 17:11 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $8.45 | $84,500.00 |
DisclosureSEC source: 0001140361-18-032008 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,523,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. Read SEC document |
| July 05, 2018 Filed Jul 6, 2018 20:05 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $8.40 | $84,000.00 |
DisclosureSEC source: 0001140361-18-031775 · doc1.xml · nonDerivative · entry 2 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,533,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. Read SEC document |
| July 03, 2018 Filed Jul 6, 2018 20:05 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $8.00 | $80,000.00 |
DisclosureSEC source: 0001140361-18-031775 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,543,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. Read SEC document |
| June 19, 2018 Filed Jun 21, 2018 21:53 UTC |
HASTINGS DAVID CChief Financial Officer
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 200,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029511 · doc1.xml · derivative · entry 1 HASTINGS DAVID C · CIK 0001237401 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 200,000 Underlying: Common Shares · 200,000 shares Expires 2028-06-19 F1 · derivative.exercise_date: The options vest as follows: 1/3 on 6/11/2019; 1/3 on 6/11/2020; and 1/3 on 6/11/2021. Read SEC document |
| June 19, 2018 Filed Jun 22, 2018 20:24 UTC |
Ramaswamy VivekDirector
|
GrantDirector Stock Option (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029605 · doc1.xml · derivative · entry 1 Ramaswamy Vivek · CIK 0001635075 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2028-06-19 Read SEC document |
| June 19, 2018 Filed Jun 22, 2018 23:30 UTC |
CONRAD HERBERT JDirector
|
GrantDirector Stock Option (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029668 · doc1.xml · derivative · entry 1 CONRAD HERBERT J · CIK 0001218815 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2028-06-19 Read SEC document |
| June 19, 2018 Filed Jun 22, 2018 21:01 UTC |
MANCHESTER KEITH SDirector
|
GrantDirector Stock Option (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029621 · doc1.xml · derivative · entry 1 MANCHESTER KEITH S · CIK 0001244828 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2028-06-19 F1 · derivative.exercise_date: The shares underlying this option fully vested on June 19, 2018. F2 · ownership.direct: Dr. Manchester is the Head of Life Sciences and a Portfolio Manager at QVT Financial LP and serves as a director on behalf of QVT Financial LP and its affiliates. Dr. Manchester holds these stock options for the benefit of certain funds managed by QVT Financial LP. Read SEC document |
| June 19, 2018 Filed Jun 22, 2018 15:21 UTC |
BURGESS DANIEL DDirector
|
GrantDirector Stock Option (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029561 · doc1.xml · derivative · entry 1 BURGESS DANIEL D · CIK 0001239650 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2028-06-19 Read SEC document |
| June 19, 2018 Filed Jun 26, 2018 00:56 UTC |
HENRIQUES RICHARD C JRDirector
|
GrantDirector Stock Option (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $6.75 | $0.00 |
DisclosureSEC source: 0001140361-18-029854 · doc1.xml · derivative · entry 1 HENRIQUES RICHARD C JR · CIK 0001181178 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2028-06-19 Read SEC document |
| April 17, 2018 Filed Apr 18, 2018 00:22 UTC |
Murray Mark J.Director · President & CEO
|
Exercise / conversionEmployee Stock Option (Right to Buy) · Derivative | 27,007 | $0.00 Strike: $0.35 | $0.00 |
DisclosureSEC source: 0001140361-18-018863 · doc1.xml · derivative · entry 3 Murray Mark J. · CIK 0001628383 · Director · President & CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 27,007 shares Expires 2018-03-01 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: Converted from Canadian exercise price of $0.4444; Cdn$1.2552=US$1.00. F3 · derivative.expiration_date: Expiration date extended through termination of blackout period. Read SEC document |
| April 17, 2018 Filed Apr 18, 2018 00:22 UTC |
Murray Mark J.Director · President & CEO
|
Exercise / conversionCommon Shares | 27,007 | $0.35 | $9,560.48 |
DisclosureSEC source: 0001140361-18-018863 · doc1.xml · nonDerivative · entry 1 Murray Mark J. · CIK 0001628383 · Director · President & CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 316,396 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · price: Converted from Canadian exercise price of $0.4444; Cdn$1.2552=US$1.00. Read SEC document |
| April 16, 2018 Filed Apr 17, 2018 20:20 UTC |
VandenEnden KoertInterim CFO
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 25,000 | $0.00 Strike: $5.20 | $0.00 |
DisclosureSEC source: 0001140361-18-018861 · doc1.xml · derivative · entry 1 VandenEnden Koert · CIK 0001732118 · Interim CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,000 Underlying: Common Stock · 25,000 shares Expires 2028-04-16 F1 · derivative.exercise_date: The options will vest on termination of employment. Read SEC document |
| April 16, 2018 Filed Apr 17, 2018 20:14 UTC |
Howard ElizabethExec. VP & General Counsel
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 150,000 | $0.00 Strike: $5.20 | $0.00 |
DisclosureSEC source: 0001140361-18-018856 · doc1.xml · derivative · entry 1 Howard Elizabeth · CIK 0001669530 · Exec. VP & General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 150,000 Underlying: Common Stock · 150,000 shares Expires 2028-04-16 F1 · derivative.exercise_date: The options vest as follows: 1/3 on April 16, 2019; 1/3 on April 16, 2020; and 1/3 on April 16, 2021. Read SEC document |
| April 16, 2018 Filed Apr 17, 2018 20:17 UTC |
Symonds William T.Chief Development Officer
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 30,000 | $0.00 Strike: $5.20 | $0.00 |
DisclosureSEC source: 0001140361-18-018859 · doc1.xml · derivative · entry 1 Symonds William T. · CIK 0001635078 · Chief Development Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 30,000 Underlying: Common Stock · 30,000 shares Expires 2028-04-16 F1 · derivative.exercise_date: The options vest as follows: 1/3 on April 16, 2019; 1/3 on April 16, 2020; and 1/3 on April 16, 2021. Read SEC document |
| April 16, 2018 Filed Apr 18, 2018 00:22 UTC |
Murray Mark J.Director · President & CEO
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 418,187 | $0.00 Strike: $5.20 | $0.00 |
DisclosureSEC source: 0001140361-18-018863 · doc1.xml · derivative · entry 2 Murray Mark J. · CIK 0001628383 · Director · President & CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 418,187 Underlying: Common Stock · 418,187 shares Expires 2028-04-16 F1 · derivative.exercise_date: The options vest as follows: 1/3 on April 16, 2019; 1/3 on April 16, 2020; and 1/3 on April 16, 2021. Read SEC document |
| April 16, 2018 Filed Apr 18, 2018 18:25 UTC |
Sofia Michael J.Chief Scientific Officer
|
GrantEmployee Stock Option (Right to Buy) · Derivative | 160,000 | $0.00 Strike: $5.20 | $0.00 |
DisclosureSEC source: 0001140361-18-018906 · doc1.xml · derivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 160,000 Underlying: Common Stock · 160,000 shares Expires 2028-04-16 F1 · derivative.exercise_date: The options vest as follows: 1/3 on April 16, 2019; 1/3 on April 16, 2020; and 1/3 on April 16, 2021. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 08:34 UTC |
VIKING GLOBAL PERFORMANCE LLC10% owner
Viking Global Equities LP10% owner
Viking Global Equities II LP10% owner
VGE III Portfolio Ltd.10% owner
Viking Long Fund Master Ltd.10% owner
Viking Long Fund GP LLC10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0000903423-18-000018 · vikingf4aurbtusfirstt.xml · derivative · entry 1 VIKING GLOBAL PERFORMANCE LLC · CIK 0001132625 · 10% owner Viking Global Equities LP · CIK 0001101785 · 10% owner Viking Global Equities II LP · CIK 0001413378 · 10% owner VGE III Portfolio Ltd. · CIK 0001621620 · 10% owner Viking Long Fund Master Ltd. · CIK 0001621596 · 10% owner Viking Long Fund GP LLC · CIK 0001621607 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: O. 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 Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), 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 and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). F4 · ownership.nature: The Reporting Persons do not directly own any equity securities of the Issuer. The Reporting Persons acquired Roivant common shares on December 8, 2015. Roivant directly holds the 1,164,000 Preferred Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, as of the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors effective July 8, 2016, the Reporting Persons may be deemed to have beneficial ownership over the Preferred Shares held by Roivant. F5 · ownership.nature: VGP is the general partner of VGE and VGE II and the investment manager of VGE III. 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. F6 · ownership.nature: The 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 or for any other purpose. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 13:35 UTC |
VIKING GLOBAL INVESTORS LP10% owner
Viking Global Opportunities GP LLC10% owner
HALVORSEN OLE ANDREAS10% owner
Ott David C.10% owner
Shabet Rose Sharon10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0000903423-18-000019 · vikingarf4arbutus2.xml · derivative · entry 1 VIKING GLOBAL INVESTORS LP · CIK 0001103804 · 10% owner Viking Global Opportunities Illiquid Investments Sub-Master LP · CIK 0001629482 · 10% owner Viking Global Opportunities Portfolio GP LLC · CIK 0001629472 · 10% owner Viking Global Opportunities GP LLC · CIK 0001629476 · 10% owner HALVORSEN OLE ANDREAS · CIK 0001133006 · 10% owner Ott David C. · CIK 0001621842 · 10% owner Shabet Rose Sharon · CIK 0001711393 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends an cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: O. 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 Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), 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 and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). F4 · ownership.nature: The Reporting Persons do not directly own any equity securities of the Issuer. The Reporting Persons acquired Roivant common shares on December 8, 2015. Roivant directly holds the 1,164,000 Preferred Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, as of the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors effective July 8, 2016, the Reporting Persons may be deemed to have beneficial ownership over the Preferred Shares held by Roivant. F5 · ownership.nature: VGP is the general partner of VGE and VGE II and the investment manager of VGE III. 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. F6 · ownership.nature: The 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 or for any other purpose. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 08:56 UTC |
SVF Investments (UK) Ltd10% owner
SoftBank Vision Fund L.P.10% owner
SVF Holdings (UK) LLP10% owner
SVF GP (Jersey) Ltd10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0001209191-18-003511 · doc4.xml · derivative · entry 1 SVF Investments (UK) Ltd · CIK 0001716729 · 10% owner SoftBank Vision Fund L.P. · CIK 0001699940 · 10% owner SVF Holdings (UK) LLP · CIK 0001716727 · 10% owner SVF GP (Jersey) Ltd · CIK 0001716728 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by Roivant. The Reporting Persons (as defined below) do not directly own any Common Shares of Arbutus Biopharma Corporation (the "Issuer") or any Preferred Shares reported herein. The Reporting Persons acquired Roivant common shares on September 6, 2017. Roivant directly holds 16,013,540 Common Shares of the Issuer and the Preferred Shares reported herein. 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 Preferred Shares require the approval of a majority of Roivant's board of directors; provided, however, that so long as there is at least one Independent Director as a member of the Roivant Board, of which there are currently two Independent Directors, (continued, see footnote 4) F4 · ownership.nature: (continued from footnote 3) the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant board of directors including disposition of the Preferred Shares directly beneficially owned by Roivant. As a result, the Reporting Persons may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, 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. F5 · ownership.nature: The 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. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 11:10 UTC |
Roivant Sciences Ltd.10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0001104659-18-002189 · a4.xml · derivative · entry 1 Roivant Sciences Ltd. · CIK 0001635088 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · Not disclosed shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · underlyingValue: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · underlyingValue: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (b) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 13:56 UTC |
Dexxon Holdings Ltd.10% owner
Dexcel Pharma Technologies Ltd.10% owner
Oren Dan10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0001144204-18-002187 · tv476968_4.xml · derivative · entry 1 Dexxon Holdings Ltd. · CIK 0001636684 · 10% owner Dexcel Pharma Technologies Ltd. · CIK 0001720007 · 10% owner Oren Dan · CIK 0001636701 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes 3 and 4 Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · security: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.direct: Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares held by Roivant. Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Preferred Shares. F4 · ownership.direct: Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Preferred Shares owned directly by Roivant. The Reporting Persons do not directly own any Preferred Shares. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 11:09 UTC |
Machado Patrick10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0001104659-18-002187 · a4.xml · derivative · entry 1 Machado Patrick · CIK 0001311210 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by 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 Preferred 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. F4 · ownership.nature: The reporting person is an Independent Director of Roivant. As 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 Preferred Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of his respective pecuniary interest therein. 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. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 13:40 UTC |
QVT Associates GP LLCDirector · 10% owner · See remarks
QVT Fund V LPDirector · 10% owner · See remarks
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0000899243-18-001022 · doc4.xml · derivative · entry 1 QVT Associates GP LLC · CIK 0001290166 · Director · 10% owner · See remarks QVT Fund V LP · CIK 0001543904 · Director · 10% owner · See remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · derivative.exercise_price: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · shares: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · price: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · derivative.exercise_date: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · derivative.expiration_date: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, F2 · derivative.underlying_shares: (Continued from Footnote 1) plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (ii) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by Roivant. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT") may be deemed to have beneficial ownership over the 1,164,000 Preferred Shares held by Roivant Sciences Ltd. ("Roivant") because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares directly held by Roivant by virtue of the governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. The filing of this statement shall not be deemed an admission that QVT or Dr. Keith Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. F4 · ownership.nature: (Continued from Footnote 3) Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2018 Filed Jan 16, 2018 12:30 UTC |
Lo Andrew10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 664,000 | $100.00 Strike: $7.13 | $66,400,000.00 |
DisclosureSEC source: 0001104659-18-002226 · a4.xml · derivative · entry 1 Lo Andrew · CIK 0001679076 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 1,164,000 Underlying: Common shares, no par value · 13,025,536 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by 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 Preferred 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. F4 · ownership.nature: The reporting person is an Independent Director of Roivant. As 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 Preferred Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of his respective pecuniary interest therein. 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. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 08:54 UTC |
VIKING GLOBAL PERFORMANCE LLC10% owner
Viking Global Equities LP10% owner
Viking Global Equities II LP10% owner
VGE III Portfolio Ltd.10% owner
Viking Long Fund Master Ltd.10% owner
Viking Long Fund GP LLC10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0000903423-17-000618 · vikingf4aurbtusfirstt.xml · derivative · entry 1 VIKING GLOBAL PERFORMANCE LLC · CIK 0001132625 · 10% owner Viking Global Equities LP · CIK 0001101785 · 10% owner Viking Global Equities II LP · CIK 0001413378 · 10% owner VGE III Portfolio Ltd. · CIK 0001621620 · 10% owner Viking Long Fund Master Ltd. · CIK 0001621596 · 10% owner Viking Long Fund GP LLC · CIK 0001621607 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: O. 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 Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), 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 and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). F4 · ownership.nature: The Reporting Persons do not directly own any equity securities of the Issuer. The Reporting Persons acquired Roivant common shares on December 8, 2015. Roivant directly holds the 500,000 Preferred Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, as of the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors effective July 8, 2016, the Reporting Persons may be deemed to have beneficial ownership over the Preferred Shares held by Roivant. F5 · ownership.nature: VGP is the general partner of VGE and VGE II and the investment manager of VGE III. 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. F6 · ownership.nature: The 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 or for any other purpose. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 12:55 UTC |
VIKING GLOBAL INVESTORS LP10% owner
Viking Global Opportunities GP LLC10% owner
HALVORSEN OLE ANDREAS10% owner
Ott David C.10% owner
Shabet Rose Sharon10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0000903423-17-000619 · vikingf4aurbtussecondt.xml · derivative · entry 1 VIKING GLOBAL INVESTORS LP · CIK 0001103804 · 10% owner Viking Global Opportunities Illiquid Investments Sub-Master LP · CIK 0001629482 · 10% owner Viking Global Opportunities Portfolio GP LLC · CIK 0001629472 · 10% owner Viking Global Opportunities GP LLC · CIK 0001629476 · 10% owner HALVORSEN OLE ANDREAS · CIK 0001133006 · 10% owner Ott David C. · CIK 0001621842 · 10% owner Shabet Rose Sharon · CIK 0001711393 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: O. 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 Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), 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 and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP, Opportunities Portfolio GP, O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, the "Reporting Persons"). F4 · ownership.nature: The Reporting Persons do not directly own any equity securities of the Issuer. The Reporting Persons acquired Roivant common shares on December 8, 2015. Roivant directly holds the 500,000 Preferred Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, as of the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors effective July 8, 2016, the Reporting Persons may be deemed to have beneficial ownership over the Preferred Shares held by Roivant. F5 · ownership.nature: VGP is the general partner of VGE and VGE II and the investment manager of VGE III. 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. F6 · ownership.nature: The 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 or for any other purpose. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 09:03 UTC |
SVF Investments (UK) Ltd10% owner
SoftBank Vision Fund L.P.10% owner
SVF Holdings (UK) LLP10% owner
SVF GP (Jersey) Ltd10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0001209191-17-057063 · doc4.xml · derivative · entry 1 SVF Investments (UK) Ltd · CIK 0001716729 · 10% owner SoftBank Vision Fund L.P. · CIK 0001699940 · 10% owner SVF Holdings (UK) LLP · CIK 0001716727 · 10% owner SVF GP (Jersey) Ltd · CIK 0001716728 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by Roivant. The Reporting Persons (as defined below) do not directly own any Common Shares of Arbutus Biopharma Corporation (the "Issuer") or any Preferred Shares reported herein. The Reporting Persons acquired Roivant common shares on September 6, 2017. Roivant directly holds 16,013,540 Common Shares of the Issuer and the Preferred Shares reported herein. 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 Preferred Shares require the approval of a majority of Roivant's board of directors; provided, however, that so long as there is at least one Independent Director as a member of the Roivant Board, of which there are currently two Independent Directors, (continued, see footnote 4) F4 · ownership.nature: (continued from footnote 3) the Reporting Persons, voting unanimously with three other major shareholders of Roivant, have the right to override certain decisions of the Roivant board of directors including disposition of the Preferred Shares directly beneficially owned by Roivant. As a result, the Reporting Persons may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, 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. F5 · ownership.nature: The 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. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 10:31 UTC |
Roivant Sciences Ltd.10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0001104659-17-062430 · a4.xml · derivative · entry 1 Roivant Sciences Ltd. · CIK 0001635088 · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at the reporting person's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 13:16 UTC |
QVT Associates GP LLCDirector · 10% owner · See remarks
QVT Fund V LPDirector · 10% owner · See remarks
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0000899243-17-024298 · doc4.xml · derivative · entry 1 QVT Associates GP LLC · CIK 0001290166 · Director · 10% owner · See remarks QVT Fund V LP · CIK 0001543904 · Director · 10% owner · See remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · derivative.exercise_price: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · shares: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · price: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · derivative.exercise_date: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · derivative.expiration_date: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, F2 · derivative.underlying_shares: (continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by Roivant. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT") may be deemed to have beneficial ownership over the 500,000 Preferred Shares held by Roivant because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares directly held by Roivant by virtue of the governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. F4 · ownership.nature: (continued from footnote 2) The filing of this statement shall not be deemed an admission that QVT or Dr. Keith Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 12:19 UTC |
Lo Andrew10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0001104659-17-062445 · a4.xml · derivative · entry 1 Lo Andrew · CIK 0001679076 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by 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 Preferred 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 is an Independent Director of Roivant. F4 · ownership.nature: As 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 Preferred Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of his respective pecuniary interest therein. 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. Read SEC document |
| October 16, 2017 Filed Oct 17, 2017 10:03 UTC |
Machado Patrick10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0001104659-17-062420 · a4.xml · derivative · entry 1 Machado Patrick · CIK 0001311210 · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · derivative.exercise_price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · price: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.exercise_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.expiration_date: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F1 · derivative.underlying_shares: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.nature: The Preferred Shares are directly beneficially owned by 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 Preferred 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. F4 · ownership.nature: The reporting person is an Independent Director of Roivant. As 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 Preferred Shares, the reporting person may be deemed to have dispositive power over, and to be an indirect beneficial owner of, the Preferred Shares directly beneficially owned by Roivant. The reporting person disclaims beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of his respective pecuniary interest therein. 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. Read SEC document |
| October 16, 2017 Filed Oct 18, 2017 16:48 UTC |
Dexxon Holdings Ltd.10% owner
Dexcel Pharma Technologies Ltd.10% owner
Oren Dan10% owner
|
PurchaseSeries A Participating Convertible Preferred Shares · Derivative | 500,000 | $100.00 Strike: $7.13 | $50,000,000.00 |
DisclosureSEC source: 0001144204-17-052970 · tv476968_4.xml · derivative · entry 1 Dexxon Holdings Ltd. · CIK 0001636684 · 10% owner Dexcel Pharma Technologies Ltd. · CIK 0001720007 · 10% owner Oren Dan · CIK 0001636701 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes 3 and 4 Disclosed balance after: 500,000 Underlying: Common shares, no par value · 9,808,386 shares Expires 2021-10-16 F1 · security: Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. F2 · derivative.exercise_price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · price: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.exercise_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.expiration_date: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F2 · derivative.underlying_shares: Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment, and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares. F3 · ownership.direct: Dexxon Holdings Ltd. ("Dexxon"), Dexcel Pharma Technologies Ltd. ("DPT") and Dan Oren (together with Dexxon and DPT the "Reporting Persons") are filing this Form 4 because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares held by Roivant. Roivant's bye-laws provide Dexxon and DPT, voting unanimously with three other major shareholders of Roivant, with the right to override certain decisions of Roivant's board of directors, including with respect to dispositions of the Preferred Shares. F4 · ownership.direct: Voting and dispositive decisions of Dexxon are made by its sole director, Dan Oren. Voting and dispositive decisions of DPT are made by its President and Chief Executive Officer, Dan Oren. Dan Oren is ultimately the sole shareholder of each of Dexxon and DPT. Accordingly, Dan Oren may be deemed to have investment control over the Preferred Shares owned directly by Roivant. The Reporting Persons do not directly own any Preferred Shares. The Reporting Persons disclaim beneficial ownership of the Preferred Shares owned by Roivant, except to the extent of their pecuniary interest therein. The filing of this statement shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Read SEC document |
| October 03, 2017 Filed Oct 5, 2017 22:34 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $8.00 | $80,000.00 |
DisclosureSEC source: 0001140361-17-037745 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,553,403 F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2017. Read SEC document |
| August 15, 2017 Filed Aug 17, 2017 23:41 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 20,000 | $3.68 | $73,500.00 |
DisclosureSEC source: 0001140361-17-032651 · doc1.xml · nonDerivative · entry 2 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Indirect · Held by Irrevocable Deed of Trust of Michael J. Sofia dated December 23, 2014 (the "Trust"). Disclosed balance after: 171,412 Read SEC document |
| August 15, 2017 Filed Aug 17, 2017 23:41 UTC |
Sofia Michael J.Chief Scientific Officer
|
SaleCommon Shares | 10,000 | $3.75 | $37,500.00 |
DisclosureSEC source: 0001140361-17-032651 · doc1.xml · nonDerivative · entry 1 Sofia Michael J. · CIK 0001635324 · Chief Scientific Officer 10b5-1 filing: Not disclosed Ownership: Indirect · Held by Irrevocable Deed of Trust of Michael J. Sofia dated December 23, 2014 (the "Trust"). Disclosed balance after: 191,412 Read SEC document |
| June 21, 2017 Filed Jun 22, 2017 21:01 UTC |
HENRIQUES RICHARD C JRDirector
|
GrantDirector Stock Option Grant (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $3.55 | $0.00 |
DisclosureSEC source: 0001140361-17-025884 · doc1.xml · derivative · entry 1 HENRIQUES RICHARD C JR · CIK 0001181178 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2027-06-21 Read SEC document |
| June 21, 2017 Filed Jun 22, 2017 20:59 UTC |
CONRAD HERBERT JDirector
|
GrantDirector Stock Option Grant (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $3.55 | $0.00 |
DisclosureSEC source: 0001140361-17-025881 · doc1.xml · derivative · entry 1 CONRAD HERBERT J · CIK 0001218815 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2027-06-21 Read SEC document |
| June 21, 2017 Filed Jun 22, 2017 20:58 UTC |
BURGESS DANIEL DDirector
|
GrantDirector Stock Option Grant (Right to Buy) · Derivative | 22,000 | $0.00 Strike: $3.55 | $0.00 |
DisclosureSEC source: 0001140361-17-025877 · doc1.xml · derivative · entry 1 BURGESS DANIEL D · CIK 0001239650 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,000 Underlying: Common Shares · 22,000 shares Expires 2027-06-21 Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.