Myovant Sciences (MYOV) director Valente returned to the company 3,673 shares

Insider transactions reported

Nancy Valente (director at Myovant Sciences Ltd., MYOV) reported that they returned to the company 3,673 shares on Mar 10, 2023. After these transactions the filing shows 0 shares held directly.

Reporting person

Valente Nancy

Options and other derivatives

Holdings before and after

• Common Shares: 3,673 to 0 direct
• Stock Options (Right to Buy): 36,892 to 0 direct

Footnotes from the filing

1. 1. On March 10, 2023, Sumitovant Biopharma Ltd. ( Sumitovant ) acquired all of the common shares of the Issuer not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the Merger Agreement ), and a related Statutory Merger Agreement (the Statutory Merger Agreement , and together with the Merger Agreement, the Merger Agreements ), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ( Merger Sub ), and other parties thereto. Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the Merger ).
2. 2. Reflects the vested portion of 9,859 restricted stock units ( RSUs ) granted to the Reporting Person as the annual non-employee director grant, which pro-ration was calculated based on the number of days the Reporting Person had served as a director from October 26, 2022 to the effective time of the Merger (the Effective Time ) (by using 365 days for a full year), which was equal to 3,673 (rounded down to the nearest whole RSU). Such vested RSUs were converted into the RSU Consideration (as defined below). The remaining 6,186 unvested RSUs were forfeited without consideration as of the Effective Time.
3. 3. Each RSU outstanding immediately prior to the Effective Time that had not been settled in Issuer common shares was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (a) $27.00 in cash, without interest and less any applicable withholding taxes (the Per Share Consideration ), multiplied by (b) the total number of Issuer common shares subject to such RSU immediately prior to the Effective Time (the RSU Consideration ).
4. 4. One-third of the options vested and became exercisable on November 5, 2022, with the balance of the options vesting in eight equal quarterly installments thereafter.
5. 5. Each then-outstanding and unexercised Issuer stock option (whether vested or unvested) was canceled and converted into the right to receive an amount (subject to any withholding tax) in cash, without interest, equal to the product of (a) the excess, if any, of (i) the Per Share Consideration over (ii) the applicable exercise price for such option, multiplied by (b) the total number of Issuer common shares subject to such option.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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