Bermuda
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98-1343578
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Suite 1, 3rd Floor
11-12 St. James’s Square
London
SW1Y 4LB
United Kingdom
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Not Applicable
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(Address of principal executive office)
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(Zip Code)
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2016 Equity Incentive Plan
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(Full title of the plans)
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Large Accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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x
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount of
registration fee
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Common Shares, $0.000017727 par value per share
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2,439,914 shares
(2)
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$21.51
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$52,482,550.14
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$6,360.89
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares of the Registrant (“Common Shares”) that become issuable under the Myovant Sciences Ltd. 2016 Equity Incentive Plan, as amended (the “2016 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Common Shares.
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(2)
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Represents an automatic increase equal to 4% of the total number of Common Shares outstanding on March 31, 2018, to the aggregate number of Common Shares reserved for issuance under, and which annual increase is provided by, the 2016 Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The offering price per share and the aggregate offering price are based upon $21.51, which is the average of the high and low prices of the Common Shares as reported on the New York Stock Exchange on November 1, 2018, rounding up to the nearest cent.
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Incorporated by Reference
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Exhibit
Number
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Description of Document
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Schedule/Form
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File No.
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Exhibit
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Filing Date
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3.1
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S-1
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333-213891
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3.1
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09/30/2016
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3.2
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S-1
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333-213891
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3.2
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09/30/2016
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3.3
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8-K
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001-37929
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3.1
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02/09/2018
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5.1*
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99.1
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S-1/A
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333-213891
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10.5
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10/20/2016
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99.2
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S-1
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333-213891
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10.6
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09/30/2016
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99.3
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S-1
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333-213891
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10.7
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09/30/2016
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23.1*
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23.3*
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included on the signature page to this Registration Statement).
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M
YOVANT
S
CIENCES
L
TD
.
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By:
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/s/ Frank Karbe
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Frank Karbe
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Principal Financial and Accounting Officer
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Signature
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Title
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Date
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/s/ Lynn Seely, M.D.
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Principal Executive Officer and Director
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November 8, 2018
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Lynn Seely, M.D.
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/s/ Frank Karbe
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Principal Financial and Accounting Officer
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November 8, 2018
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Frank Karbe
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/s/ Terrie Curran
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Director
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November 8, 2018
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Terrie Curran
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/s/ Mark Guinan
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Director
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November 8, 2018
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Mark Guinan
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Director
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November 8, 2018
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Myrtle Potter
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/s/ Vivek Ramaswamy
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Director
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November 8, 2018
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Vivek Ramaswamy
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/s/ Kathleen Sebelius
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Director
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November 8, 2018
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Kathleen Sebelius
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/s/ Frank Torti
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Director
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November 8, 2018
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Frank Torti
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1.
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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
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2.
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When issued and paid for in accordance with the terms of the 2016 Plan, the Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
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/s/ Ernst & Young LLP
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November 8, 2018
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Iselin, New Jersey
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