SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.             )*

 

 

Axovant Sciences Ltd.

(Name of Issuer)

Common Shares, $0.00001 par value per share

(Title of Class of Securities)

G0750W104

(CUSIP Number)

Seok Oh

1 Circle Star Way, San Carlos, California 94070

(650) 562-8202

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 6, 2017

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“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).

 

 

 


  1.   

Names of Reporting Persons

 

SVF Investments (UK) Limited

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐

(b)  ☒

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

OO - other

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

England and Wales

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

75,000,000 (see Item 5)

  11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000,000 (see Item 5)

  12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  13.  

Percent of Class Represented by Amount in Row 11

 

69.8% (Item 5)

  14.  

Type of Reporting Person (see instructions)

 

CO

 

Page 2 of 10


  1.   

Names of Reporting Persons

 

SVF Holdings (UK) LLP

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐

(b)  ☒

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

OO - other

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

England and Wales

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

75,000,000 (see Item 5)

  11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000,000 (see Item 5)

  12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  13.  

Percent of Class Represented by Amount in Row 11

 

69.8% (Item 5)

  14.  

Type of Reporting Person (see instructions)

 

PN

 

Page 3 of 10


  1.   

Names of Reporting Persons

 

SoftBank Vision Fund L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐

(b)  ☒

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

OO - other

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Jersey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

75,000,000 (see Item 5)

  11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000,000 (see Item 5)

  12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  13.  

Percent of Class Represented by Amount in Row 11

 

69.8% (Item 5)

  14.  

Type of Reporting Person (see instructions)

 

PN

 

Page 4 of 10


  1.   

Names of Reporting Persons

 

SVF GP (Jersey) Limited

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐

(b)  ☒

  3.  

SEC USE ONLY

 

  4.  

Source of Funds (see instructions)

 

OO - other

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Jersey

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

75,000,000 (see Item 5)

  11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

75,000,000 (see Item 5)

  12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  13.  

Percent of Class Represented by Amount in Row 11

 

69.8% (Item 5)

  14.  

Type of Reporting Person (see instructions)

 

CO

 

Page 5 of 10


Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common shares, $0.00001 par value (the “Common Shares”), of Axovant Sciences Ltd., a Bermuda company (the “Issuer”). The address of the principal executive offices of the Issuer is Suite 1, 3rd Floor, 11-12 St. James’s Square, London, United Kingdom SW1Y 4LB.

 

Item 2. Identity and Background.

 

(a)–(c) This Schedule 13D is filed by SVF Investments (UK) Limited, a limited company organized under the laws of England and Wales (“SVF Investments”), which is a wholly owned subsidiary of SVF Holdings (UK) LLP, a limited liability partnership organized under the laws of England and Wales (“SVF Holdings”), which is a wholly owned subsidiary of SoftBank Vision Fund L.P., a limited partnership organized under the laws of Jersey (“SoftBank Vision Fund”). This Schedule 13D is also filed by SVF GP (Jersey) Limited, a limited company organized under the laws of Jersey and the general partner of Softbank Vision Fund (“SVF GP” and, together with the SVF Investments, SVF Holdings and SoftBank Vision Fund, the “Reporting Persons”).

The principal executive offices of SVF Investments, SVF Holdings and SoftBank Vision Fund is 69 Grosvenor Street, London, United Kingdom W1K 3JP. The principal executive office of SVF GP is Aztec Group House, 11-15 Seaton Place, St. Helier, Jersey JE4 0QH.

The principal business of SVF GP is the management and control of the business of the SoftBank Vision Fund. The principal business of the SoftBank Vision Fund is to engage in making investments in securities of public and private companies. The principal business of SVF Investments and SVF Holdings is to directly hold securities of public and private companies, as determined by SVF GP, via SoftBank Vision Fund.

Each of Jonathan Bullock, Rajeev Misra, Simon King and Robert David Milner is a managing director of the SVF GP. Messrs. Bullock, Misra, King and Milner are referred to collectively herein as the “Covered Persons.” The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person.

 

(d) During the last five years, none of the Reporting Persons nor any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).

 

(e) During the last five years, none of the Reporting Persons nor any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons. The citizenship of each of the Covered Persons is set forth in Appendix A attached hereto which is incorporated herein by reference.

The information set forth or incorporated in Items 4 and 5 is hereby incorporated herein by reference.

 

Item 3. Source and Amount of Funds or Other Consideration.

The Issuer, prior to its initial public offering on June 11, 2015, was a wholly-owned subsidiary of Roivant Sciences Ltd. (“Roivant”). Roivant directly holds the 75,000,000 Common Shares reported herein as beneficially owned by the Reporting Persons.

 

Item 4. Purpose of Transaction.

Roivant directly owns the Common Shares that are the subject of this Schedule 13D. As shareholders of Roivant (following an acquisition effective September 6, 2017), the Reporting Persons are filing this Schedule 13D because they may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares directly held by Roivant by virtue of governance arrangements in Roivant’s bye-laws.

Effective July 8, 2016, Dr. Andrew Lo was appointed to the board of directors of Roivant (the “Roivant Board”). Effective October 18, 2016, Patrick Machado was appointed to the Roivant Board. Each of Dr. Lo and Mr. Machado is an “independent director” within the meaning of that term under Roivant’s bye-laws. As of the appointment of at least one independent director on the Roivant Board, SVF Investments, voting unanimously with three other major shareholders of Roivant, has the right to override certain decisions of the Roivant Board under Roivant’s bye-laws, including with respect to dispositions of Common Shares (the “Override Right”). The Reporting Persons are filing this Schedule 13D because they may be deemed to have “dispositive power” and, therefore, beneficial ownership, over the Common Shares owned directly by Roivant due to the Override Right. The filing of this statement should not be deemed an admission that the Reporting Persons are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any securities covered by this statement.

None of the Reporting Persons currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Page 6 of 10


Item 5. Interest in Securities of the Issuer.

The information contained on each of the cover pages of this Schedule 13D and set forth or incorporated in Items 2, 3, 4 and 6 is hereby incorporated herein by reference.

 

(a)–(b) The Common Shares are directly beneficially owned by Roivant. The Reporting Persons may be deemed to have shared dispositive power, and therefore, beneficial ownership, over the 75,000,000 Common Shares owned directly by Roivant due to the Override Right. SVF Investments is a direct shareholder of Roivant and is one of the holders of the Override Right. Additionally, 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.

The percentage of outstanding Common Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of the cover sheet of this Schedule 13D. Such percentage was calculated based on an aggregate of 107,525,925 Common Shares issued and outstanding as of August 3, 2017, as reported on the Issuer’s quarterly report on Form 10-Q for the three months ended June 30, 2017, filed with the Securities and Exchange Commission on August 7, 2017.

Except as disclosed in this Schedule 13D, the Reporting Persons do not have the right to acquire any Common Shares, and do not presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that the Reporting Persons may be deemed to beneficially own.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of the Common Shares.

 

(c) The reported share amounts for the Reporting Persons reflect amounts as of the date hereof. The Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no person other than Roivant has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as otherwise disclosed herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and any other person with respect to any securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits.

Exhibit 1 – Agreement regarding Joint Filing of Schedule 13D

 

Page 7 of 10


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.

Date: September 14, 2017

 

SVF INVESTMENTS (UK) LIMITED
By:   /s/ Karen Ubell
Name:   Karen Ubell
Title:   Attorney-in-Fact

 

SVF HOLDINGS (UK) LLP
By:   SOFTBANK VISION FUND L.P., its Managing Member
By:   SVF GP (JERSEY) LIMITED, its General Partner

 

By:   /s/ Karen Ubell
Name:   Karen Ubell
Title:   Attorney-in-Fact

 

SOFTBANK VISION FUND L.P.
By:   SVF GP (JERSEY) LIMITED, its General Partner

 

By:   /s/ Karen Ubell
Name:   Karen Ubell
Title:   Attorney-in-Fact

 

SVF GP (JERSEY) LIMITED
By:   /s/ Karen Ubell
Name:   Karen Ubell
Title:   Attorney-in-Fact

 

Page 8 of 10


Appendix A

Covered Persons

 

Name of Covered Person

  

Principal Business Address

   Principal Occupation    Citizenship

Jonathan Bullock

   69 Grosvenor Street, London, United Kingdom W1K 3JP    Director    United Kingdom

Rajeev Misra

   69 Grosvenor Street, London, United Kingdom W1K 3JP    Director    United Kingdom

Simon King

  

Aztec Group House

11-15 Seaton Place,

St. Helier, Jersey JE4 0QH

   Director    United Kingdom

Robert David Milner

  

Aztec Group House

11-15 Seaton Place,

St. Helier, Jersey JE4 0QH

   Director and Attorney    United Kingdom

 

Page 9 of 10

Exhibit 1

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: September 8, 2017

 

SVF INVESTMENTS (UK) LIMITED
By:   /s/ Brian Wheeler
Name:   Brian Wheeler
Title:   General Counsel

 

SVF HOLDINGS (UK) LLP
By:   SOFTBANK VISION FUND L.P., its Managing Member
By:   SVF GP (JERSEY) LIMITED, its General Partner
By:   /s/ Brian Wheeler
Name:   Brian Wheeler
Title:   General Counsel

 

SOFTBANK VISION FUND L.P.
By:   SVF GP (JERSEY) LIMITED, its General Partner
By:   /s/ Brian Wheeler
Name:   Brian Wheeler
Title:   General Counsel

 

SVF GP (JERSEY) LIMITED
By:   /s/ Brian Wheeler
Name:   Brian Wheeler
Title:   General Counsel

 

Page 10 of 10