Dainippon Sumitomo Pharma Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sumitomo Chemical Co., Ltd.

(Last)

(First)

(Middle)

27-1, SHINKAWA 2-CHOME

(Street)

CHUO-KU, TOKYO

104-8260

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Myovant Sciences Ltd. [ MYOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/24/2021		P		36,000⁽¹⁾	A	$23.4041⁽²⁾	49,972,504	I	See Footnote⁽³⁾
Common Stock	09/27/2021		P		45,768⁽⁴⁾	A	$24.1851⁽⁵⁾	50,018,272	I	See Footnote⁽⁶⁾
Common Stock	09/27/2021		P		2,232⁽⁴⁾	A	$24.8594⁽⁷⁾	50,020,504	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Sumitomo Chemical Co., Ltd.

(Last)

(First)

(Middle)

27-1, SHINKAWA 2-CHOME

(Street)

CHUO-KU, TOKYO

104-8260

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Dainippon Sumitomo Pharma Co Ltd

(Last)

(First)

(Middle)

6-8 DOSHOMACHI 2-CHOME

(Street)

CHUO-KU, OSAKA

541-0045

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sumitovant Biopharma Ltd.

(Last)

(First)

(Middle)

11-12 ST. JAMES'S SQUARE SUITE 1

3RD FLOOR

(Street)

LONDON

SW1Y 4LB

(City)

(State)

(Zip)

Explanation of Responses:

1. This acquisition of a total of 36,000 ordinary shares on the open market is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 14, 2021 (the "10b5-1 Trading Plan").

2. The transaction was executed in multiple trades ranging from $23.00 to $23.68 per share. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transactions were effected.

3. Sumitovant Biopharma Ltd. ("Sumitovant") directly owns a total of 49,972,504 shares of Common Stock following the acquisition on September 24, 2021. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo Dainippon"), which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.

4. This acquisition of a total of 48,000 ordinary shares on the open market is pursuant to the 10b5-1 Trading Plan.

5. The transaction was executed in multiple trades ranging from $23.73 to $24.65 per share. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transactions were effected.

6. Sumitovant directly owns 50,020,504 shares of Common Stock following the acquisition on September 27, 2021. Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon, which is a 51.76% owned subsidiary of Sumitomo Chemical. Sumitomo Dainippon and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Dainippon and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.

7. The transaction was executed in multiple trades ranging from $24.76 to $24.95 per share. The price reported above reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transactions were effected.

Remarks:

	Sumitomo Chemical Co., Ltd., By: /s/ Swathi Padmanabhan, as Attorney-in-Fact	09/28/2021
	Sumitomo Dainippon Pharma Co., Ltd., By: Tsutomu Nakagawa, Senior Director, Global Corporate Strategy, /s/ Tsutomu Nakagawa	09/28/2021
	Sumitovant Biopharma Ltd., By: /s/ Swathi Padmanabhan, as Attorney-in-Fact	09/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Dainippon Sumitomo Pharma (DNPUF) Form 4Change in insider ownership