SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Lombardo Ilise

(Last) (First) (Middle)
C/O AXOVANT SCIENCES, INC.
11 TIMES SQUARE, 33RD FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2018
3. Issuer Name and Ticker or Trading Symbol
Axovant Sciences Ltd. [ AXON ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1)(2) 04/12/2025 Common Shares 384,166 1.04 D
Stock Option (Right to Buy) (2)(3) 04/28/2026 Common Shares 57,500 13 D
Stock Option (Right to Buy) (2)(4) 04/27/2027 Common Shares 100,000 24.24 D
Stock Option (Right to Buy) (2)(5) 03/14/2028 Common Shares 250,000 1.46 D
Stock Option (Right to Buy) (2)(6) 03/14/2028 Common Shares 100,000 1.46 D
Explanation of Responses:
1. The option, which was initially granted for an aggregate of 487,500 shares, vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 13, 2016 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
2. The option allows for early exercise, subject to the Issuer's repurchase option with respect to any unvested common shares. All common shares underlying the option will become fully vested upon a change in control, as that term is defined in the Issuer's 2015 Equity Incentive Plan.
3. The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 29, 2017 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
4. The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 28, 2018 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
5. The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on March 15, 2019 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
6. One-third of the option will vest at such time as the Issuer's stock price is equal to $4.38; one-third of the option will vest at such time as the Issuer's stock price is equal to $7.30; and one-third of the option will vest at such time as the Issuer's stock price is equal to $10.22, in each case subject to the Reporting Person providing continuous service to the Issuer on each such date.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney No Non-Derivative Securities beneficially owned
/s/ Alison Haggerty, Attorney-in-Fact 08/17/2018
** 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 5 (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.
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby constitutes and appoints
each of John McKenna and Alison Haggerty of Cooley LLP and Gregory Weinhoff and
Guled Adam of Axovant Sciences, Inc. the undersigned's true and lawful
attorneys-in-fact and agents to:

(1)	Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") Form ID,
Uniform Application for Access Codes to File on EDGAR, including amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation thereunder; 

(2)	Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a) of
the Exchange Act and the rules and regulations thereunder in the undersigned's
capacity as an executive officer or director of Axovant Sciences
 Ltd. (the
"Company");

(3)	Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and

(4)	Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it  being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming (nor is the Company assuming) any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in fact or (c) as
to any attorney-in-fact individually, until such attorney-in-fact is no longer
employed by the Company, Cooley LLP or Axovant Sciences, Inc., as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Date: August 13, 2018		

By: /s/ Ilise Lombardo		
Name: Ilise Lombardo