Sec Form 13D Filing - Sumitomo Chemical Co. Ltd. filing for MYOVANT SCIENCES LTD COM (MYOV) - 2021-05-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 5)*

Myovant Sciences Ltd.

(Name of Issuer)

Common Shares, par value $$0.000017727 per share

(Title of Class of Securities)

G637AM102

(CUSIP Number)

Tsutomu Nakagawa

Senior Director, Global Corporate Strategy

Sumitomo Dainippon Pharma Co., Ltd.

6-8, Doshomachi 2-chome,

Chuo-ku, Osaka 541-0045, Japan

Copies to:

Benjamin O. Lang

Jones Day

The Okura Prestige Tower

2-10-4 Toranomon, Minato-ku

Tokyo 105-001, Japan

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 14, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: G637AM102

Page: 2 of 10

CUSIP: G637AM102

Page: 3 of 10

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Common Shares, par value $0.000017727 per share (“Common Shares”), issued by Myovant Sciences Ltd. (the “Issuer”), and amends the Schedule 13D filed on January 3, 2020 (the “Initial Filing”) as amended by Amendment No. 1 filed on March 18, 2020, Amendment No. 2 filed on March 26, 2020, Amendment No. 3 filed on April 16, 2020, and Amendment No. 4 filed on May 15, 2020 (together with the Initial Filing, the “Original Schedule 13D” and, together with this Amendment No. 5, the “Statement”). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 5 is being filed by Sumitomo Chemical Co., Ltd., a Japanese corporation (“Sumitomo Chemical”), Sumitomo Dainippon Pharma Co., Ltd., a Japanese corporation (“Sumitomo Dainippon”), and Sumitovant Biopharma Ltd. (formerly known as Vant Alliance Ltd.), a Bermuda exempted company limited by shares (“Sumitovant”) (collectively, the “Reporting Persons”).

This Amendment No. 5 is being filed to amend Item 3, Item 4, Item 5, and Item 6 of the Original Schedule 13D as follows:

Item 3 of the Original Schedule 13D is hereby supplementally amended as follows:

On May 15, 2020, Sumitovant purchased 49,812 Common Shares of the Issuer in the open market at an average price of $12.1249 per share for an aggregate purchase price of $603,965.52, all of which was funded through a contribution of working capital from Sumitomo Dainippon to Sumitovant.

On May 18, 2020, Sumitovant purchased 35,000 Common Shares of the Issuer in the open market at an average price of $12.3607 per share for an aggregate purchase price of $432,624.50, all of which was funded through a contribution of working capital from Sumitomo Dainippon to Sumitovant.

On May 19, 2020, Sumitovant purchased 50,000 Common Shares of the Issuer in the open market at an average price of $12.1010 per share for an aggregate purchase price of $605,050.00, all of which was funded through a contribution of working capital from Sumitomo Dainippon to Sumitovant.

On May 20, 2020, Sumitovant purchased 37,897 Common Shares of the Issuer in the open market at an average price of $12.5831 per share for an aggregate purchase price of $476,861.74, all of which was funded through a contribution of working capital from Sumitomo Dainippon to Sumitovant.

The Common Shares in all such transactions were purchased under a Securities Purchase Plan dated March 13, 2020, by and between Citigroup Global Markets Inc. (“CGMI”) and Sumitovant (“2020 10b5-1 Trading Plan”), pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. CGMI ceased purchasing Common Shares under the 2020 10b5-1 Trading Plan on May 20, 2020.

Item 4 of the Original Schedule 13D is hereby supplementally amended as follows:

Purchase of Additional Common Shares

Sumitovant entered into a Securities Purchase Plan dated May 14, 2021, by and between CGMI and Sumitovant (“2021 10b5-1 Trading Plan”), pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Sumitovant will purchase Common Shares in open market transactions pursuant to the 2021 10b5-1 Trading Plan. The 2021 10b5-1 Trading Plan is described in further detail in Item Item 6 below. Sumitovant will purchase such additional Common Shares to maintain a controlling interest in the Issuer.

Item 5 of the Original Schedule 13D is amended and restated to read as follows:

(a)—(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are incorporated herein by reference.

The aggregate 48,641,181 Common Shares beneficially owned by the Reporting Persons represent 53.17% of the issued and outstanding Common Shares based on 91,480,278 Common Shares issued and outstanding as of May 6, 2021, as disclosed by the Issuer on its annual report on Form 10-K, as filed with the Securities and Exchange Commission on May 11, 2021.

Sumitovant has sole voting power and sole dispositive power with regard to 48,641,181 Common Shares. Each of Sumitomo Chemical and Sumitomo Dainippon has shared voting power and shared dispositive power with regard to such Common Shares. Each of Sumitomo Chemical and Sumitomo Dainippon, by virtue of their relationships to Sumitovant (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares which Sumitovant directly beneficially owns. Each of Sumitomo Chemical and Sumitomo Dainippon disclaims beneficial ownership of such Common Shares for all other purposes.

(c) There have been no transactions in Common Shares that were effected during the past sixty days by the Reporting Persons other than as reported in this Statement.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 of the Original Schedule 13D is hereby supplementally amended as follows:

On May 14, 2021, Sumitovant entered into the 2021 10b5-1 Trading Plan with CGMI, pursuant to which, commencing August 16, 2021, CGMI is authorized to and directed to purchase, on behalf of Sumitovant, Common Shares on the open market up to an aggregate amount not to exceed 1,400,000 shares (exclusive of commissions of $0.02 per share purchased), subject to the satisfaction of certain conditions, including, among others, trading price. CGMI will cease purchasing Common Shares under the 2021 10b5-1 Trading Plan on November 16, 2021. A copy of the 2021 10b5-1 Trading Plan is filed as Exhibit 99.7 hereto and the foregoing description of the 2021 10b5-1 Trading Plan is qualified in its entirety by reference to the 2021 10b5-1 Trading Plan.

Item 7 of this Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.