Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Hung David
   2. Issuer Name and Ticker or Trading Symbol
Axovant Sciences Ltd. [AXON] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Executive Officer
(Last)
(First)
(Middle)
C/O AXOVANT SCIENCES, INC., 320 WEST 37TH STREET, 5TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/07/2017
(Street)

NEW YORK, NY 10018		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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)

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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 15.13 04/07/2017   A   2,000,000     (1) 04/07/2027 Common Shares 2,000,000 $ 0 2,000,000 D  
Employee Stock Option (Right to Buy) $ 15.13 04/07/2017   A   2,000,000     (2)(3) 04/07/2027 Common Shares 2,000,000 $ 0 2,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hung David
C/O AXOVANT SCIENCES, INC.
320 WEST 37TH STREET, 5TH FLOOR
NEW YORK, NY 10018		   X     Principal Executive Officer  

Signatures

 /s/Alison Haggerty, Attorney-in-Fact   04/11/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the common shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date. Vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason.
(2) This option is immediately exercisable, subject to a repurchase right in favor of the Issuer that lapses as the option vests. 20% of the common shares underlying the option vest on April 7, 2018, and the balance of the shares vest in a series of 16 successive equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer as of each such date, but only if the 30-consecutive day volume-weighted average closing price of the Issuer's common shares equals or exceeds $100.00 per common share at any point during the 10-year term of the option.
(3) In the event that specified results from a clinical trial being conducted by the Issuer are not met by December 31, 2017, then the $100.00 per common share price referred to in footnote (2) will be reduced to $15.00 per common share. Subject to the achievement of the volume-weighted average closing price condition described herein, vesting is subject to acceleration in specified circumstances, including a change in control of the Issuer or the Reporting Person's termination without cause or resignation for good reason.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.