SEC FORM 4 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*
Dexxon Holdings Ltd.

(Last) (First) (Middle)
1 DEXCEL STREET

(Street)
OR AKIVA L3 30600000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Axovant Gene Therapies Ltd. [ AXON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2019
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Dexxon Holdings Ltd.

(Last) (First) (Middle)
1 DEXCEL STREET

(Street)
OR AKIVA L3 30600000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dexcel Pharma Technologies Ltd.

(Last) (First) (Middle)
1 DEXCEL STREET

(Street)
OR AKIVA L3 3060000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oren Dan

(Last) (First) (Middle)
1 DEXCEL STREET

(Street)
OR AKIVA L3 30600000

(City) (State) (Zip)
Explanation of Responses:
Remarks:
This Form 4 relates to the common shares (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer"). On July 10, 2019, the board of directors of Roivant Sciences Ltd. ("Roivant") adopted changes to Roivant's internal governance concerning the disposition of the Common Shares and other matters relating to oversight of Roivant's business and governance. Following the amendments adopted on July 10, 2019, disposition of the Common Shares requires either the approval of a majority of Roivant's board, including (i) at least two directors meeting certain independence criteria (each, an "Independent Director" and, collectively, the "Independent Directors") or, (ii) if there is only one Independent Director, that sole Independent Director. Andrew Lo and Patrick Machado are currently Independent Directors of Roivant. However, the vote of a majority of Roivant's shareholders holding 5% or more of Roivant's shares (other than Vivek Ramaswamy) may override certain decisions of Roivant's board of directors, including with respect to dispositions of Common Shares. As a result of these changes, the Reporting Persons and other major shareholders of Roivant no longer have the individual right to veto dispositive decisions of Roivant's board of directors regarding disposition of the Common Shares, and so have ceased to have beneficial ownership of the Common Shares directly owned by Roivant. Roivant's ownership of the Issuer's Common Shares remains unchanged and this filing is not being made as a result of the purchase or sale of Common Shares of the Issuer by any party, including the Reporting Persons.
/s/ Dexxon Holdings Ltd. by Dan Oren, Director 07/12/2019
/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, President & CEO 07/12/2019
/s/ Dan Oren 07/12/2019
** Signature of Reporting Person Date
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