3//SEC Filing
SVF GP (Jersey) Ltd 3
Accession 0001209191-17-052885
CIK 0001636050other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 8:59 PM ET
Size
14.8 KB
Accession
0001209191-17-052885
Insider Transaction Report
Form 3
SVF Investments (UK) Ltd
10% Owner
Holdings
- 75,000,000(indirect: See Explanation)
Common Shares
SoftBank Vision Fund L.P.
10% Owner
Holdings
- 75,000,000(indirect: See Explanation)
Common Shares
SVF GP (Jersey) Ltd
10% Owner
Holdings
- 75,000,000(indirect: See Explanation)
Common Shares
SVF Holdings (UK) LLP
10% Owner
Holdings
- 75,000,000(indirect: See Explanation)
Common Shares
Footnotes (3)
- [F1]The Reporting Persons (as defined below) do not directly own any shares of common stock (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer"). The Reporting Persons acquired Roivant Sciences Ltd. ("Roivant") common shares on September 6, 2017. Roivant directly holds the 75,000,000 Common Shares reported herein. Due to certain governance arrangements set forth in Roivant's bye-laws, so long as there is at least one independent director as a member of the Roivant Board of Directors (the "Roivant Board"), of which there are currently two independent directors, the Reporting Persons, voting unanimously with three other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board, including with respect to dispositions of the Common Shares. As a result, the Reporting Persons may be deemed to have beneficial ownership over the Common Shares held by Roivant.
- [F2]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.
- [F3]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 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Issuer
Axovant Sciences Ltd.
CIK 0001636050
Entity typeother
IncorporatedJersey
Related Parties
1- filerCIK 0001716728
Filing Metadata
- Form type
- 3
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 8:59 PM ET
- Size
- 14.8 KB