Adele M. Gulfo - Mar 10, 2023 Form 4 Insider Report for Myovant Sciences Ltd. (MYOV)

Role
Director
Signature
/s/ Matthew Lang, Attorney-in-fact
Stock symbol
MYOV
Transactions as of
Mar 10, 2023
Transactions value $
$0
Form type
4
Date filed
3/10/2023, 08:28 AM
Previous filing
Feb 17, 2023
Next filing
Mar 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MYOV Common Shares Disposed to Issuer -3.67K -100% 0 Mar 10, 2023 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MYOV Stock Options (Right to Buy) Disposed to Issuer -45K -100% 0 Mar 10, 2023 Common Shares 45K $11.17 Direct F1, F4, F5
transaction MYOV Stock Options (Right to Buy) Disposed to Issuer -21.6K -100% 0 Mar 10, 2023 Common Shares 21.6K $21.47 Direct F1, F4, F5
transaction MYOV Stock Options (Right to Buy) Disposed to Issuer -21.1K -100% 0 Mar 10, 2023 Common Shares 21.1K $22.71 Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adele M. Gulfo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger").
F2 Reflects the vested portion of 9,859 restricted stock units ("RSUs") granted to the Reporting Person as the annual non-employee director grant, which pro-ration was calculated based on the number of days the Reporting Person had served as a director from October 26, 2022 to the effective time of the Merger (the "Effective Time") (by using 365 days for a full year), which was equal to 3,673 (rounded down to the nearest whole RSU). Such vested RSUs were converted into the RSU Consideration (as defined below). The remaining 6,186 unvested RSUs were forfeited without consideration as of the Effective Time.
F3 Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) $27.00 in cash, without interest and less any applicable withholding taxes (the "Per Share Consideration"), multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time (the "RSU Consideration").
F4 These options are fully vested.
F5 Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option.