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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lang Matthew C/O MYOVANT SCIENCES INC. 2000 SIERRA POINT PARKWAY, 9TH FLOOR BRISBANE, CA 94005 |
General Counsel & Corp. Secy. | |||
| /s/ Matthew Lang | 08/16/2022 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The common shares are acquired or to be acquired upon the vesting of performance-based restricted stock units ("PSUs") granted to the Reporting Person on April 3, 2020. The PSUs were granted under the Issuer's 2016 Equity Incentive Plan and vest as follows: (i) 62,390 common shares underlying the PSUs vest upon the latter to occur of (a) the certification (the "Certification") by the Compensation Committee of the achievement of all of the performance milestones set forth in the applicable award agreement and (b) April 3, 2022, and (ii) 62,390 common shares underlying the PSUs vest upon the latter to occur of (a) the Certification by the Compensation Committee and (b) April 3, 2023, in each case, subject to the Reporting Person's continuous service to the Issuer or its affiliates on each such vesting date. |
| (2) | On August 12, 2022, the Compensation Committee certified the achievement of all of the performance milestones, resulting in the immediate vesting of 62,390 common shares underlying the PSUs. The remaining 62,390 common shares underlying the PSUs will vest on April 3, 2023, subject to the Reporting Person's continuous service to the Issuer or its affiliates on that date. |
| (3) | The common shares are sold by the Reporting Person to cover the tax obligation realized upon the vesting of common shares underlying the PSUs reported in Table I. |
| (4) | The shares were sold at prices ranging from $18.22 to $18.23. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |