SEC Form SC 13G/A filed by Roivant Sciences Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Roivant Sciences Ltd.
(Name of Issuer)
Common shares, par value $0.0000000341740141 per share
(Title of Class of Securities)
G76279101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. G76279101
| 1. |
Names of Reporting Persons.
QVT Financial LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
112,541,536 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
112,541,536 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,541,536 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.97% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. G76279101
| 1. |
Names of Reporting Persons.
QVT Financial GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
112,541,536 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
112,541,536 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,541,536 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.97% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. G76279101
| 1. |
Names of Reporting Persons.
QVT Financial Investment Cayman Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
34,430,591 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
34,430,591 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
34,430,591 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.27% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
CUSIP No. G76279101
| 1. |
Names of Reporting Persons.
QVT Roiv Hldgs Offshore Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||
| 6. | Shared Voting Power
34,830,463 | |||
| 7. | Sole Dispositive Power
0 | |||
| 8. | Shared Dispositive Power
34,830,463 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
34,830,463 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.32% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| Item 1(a). | Name of Issuer | |
| Roivant Sciences Ltd. (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |
| The address of the Issuer’s principal executive offices is: | ||
| 7th Floor, 50 Broadway, London SW1H 0DB, United Kingdom | ||
| Item 2(a). | Name of Person Filing | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence | |
| Item 2(c). | Citizenship | |
| QVT Financial LP | ||
| 888 Seventh Avenue, 43rd Floor | ||
| New York, New York 10106 | ||
| Delaware Limited Partnership | ||
| QVT Financial GP LLC | ||
| 888 Seventh Avenue, 43rd Floor | ||
| New York, New York 10106 | ||
| Delaware Limited Liability Company | ||
| QVT Financial Investment Cayman Ltd. | ||
| 1 Nexus Way | ||
| Camana Bay | ||
| George Town, Grand Cayman, KY1 9005 Cayman Islands | ||
| Cayman Islands Limited Company | ||
| QVT Roiv Hldgs Offshore Ltd. | ||
| 1 Nexus Way | ||
| Camana Bay | ||
| George Town, Grand Cayman, KY1 9005 Cayman Islands | ||
| Cayman Islands Limited Company | ||
| Item 2(d). | Title of Class of Securities | |
| Common shares, par value $0.0000000341740141 per share (the “Common Shares”) | ||
| Item 2(e). | CUSIP Number | |
| The CUSIP number of the Common Stock is G76279101. | ||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |||
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |||
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |||
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |||
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |||
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
| (j) | ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |||
| (k) | ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____. | |||
| Item 4. | Ownership. | |||
| (a) | Amount beneficially owned: | |||
| Aggregately, QVT Financial LP (“QVT”) may be deemed to be the beneficial owner of 112,541,536 Common Shares, consisting of the Common Shares owned by QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. (together, "QVT Roiv"), Fourth Avenue Capital Partners LP (“Fourth Avenue”), QVT P&E Roiv Hldgs Ltd. (“QVT P&E”), QVT Deferred Compensation Holdings Ltd (“QVT DCH”) and QVT Financial Investment Cayman Ltd. (“QVT FIC”). QVT Financial GP LLC (“QVT Financial GP”) is the general partner of QVT and may be deemed to beneficially own the same number of Common Shares reported by QVT. | ||||
| QVT is the investment manager of QVT Roiv, shares voting and investment control over the Common Shares held directly by QVT Roiv and therefore may be deemed to beneficially own such Common Shares. | ||||
| QVT provides certain investment advisory services for, and thereby may be deemed to beneficially own, the Common Shares held by Fourth Avenue, QVT P&E, QVT DCH and QVT FIC; QVT disclaims beneficial ownership of such Common Shares. Management of Fourth Avenue is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company, which may be deemed to beneficially own the Common Shares held directly by Fourth Avenue. | ||||
| The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated on the basis of 805,846,006 Common Shares outstanding, as reported by the Issuer in its Form 10-Q for the quarterly period ended December 31, 2023, as filed with the Securities and Exchange Commission on February 13, 2024. | ||||
| (b) | Percent of class: |
See Item 11 of the Cover Pages to this Schedule 13G.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
0
| (ii) | Shared power to vote or to direct the vote |
See item (a) above.
| (iii) | Sole power to dispose or to direct the disposition of |
0
| (iv) | Shared power to dispose or to direct the disposition of |
See item (a) above.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
As of December 31, 2023, each of QVT Financial Investment Cayman Ltd. and QVT Roiv Hldgs Offshore Ltd. ceased to be the beneficial owner of more than five percent of the class of securities.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Dated: February 14, 2024 | ||||||||
| QVT FINANCIAL LP | QVT ROIV HLDGS OFFSHORE LTD. | |||||||
| By QVT Financial GP LLC, its General Partner |
||||||||
| By: | /s/ Meg Eisner | By: | /s/ Meg Eisner | |||||
| Name: | Meg Eisner | Name: | Meg Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||
| QVT FINANCIAL GP LLC | QVT FINANCIAL INVESTMENT CAYMAN LTD | |||||||
| By: | /s/ Meg Eisner | By: | /s/ Meg Eisner | |||||
| Name: | Meg Eisner | Name: | Meg Eisner | |||||
| Title: | Authorized Signatory | Title: | Authorized Signatory | |||||