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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Rose S. Shabet does not directly own any shares of common stock (the "Common Shares") of Axovant Sciences Ltd. (the "Issuer"). As of July 1, 2017, Ms. Shabet became an Executive Committee Member of Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP"), Viking Long Fund GP LLC ("VLFGP") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). |
(2) |
VGI provides managerial services to various investment funds, including Viking Global Equities LP ("VGE"), Viking Global Equities II LP ("VGE II"), VGE III Portfolio Ltd. ("VGE III"), Viking Long Fund Master Ltd. ("VLFM") and Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund", and together with VGE, VGE II, VGE III and VLFM, the "Funds" and the Funds together with VGI, VGP, VLFGP, Opportunities GP and Opportunities Portfolio GP, the "Viking Entities"). VGP is the general partner of VGE and VGE II and the investment manager of VGE III. VLFGP serves as the investment manager of VLFM. Opportunities GP serves as the sole member of Opportunities Portfolio GP. Opportunities Portfolio GP serves as the general partner of Opportunities Fund. The Viking Entities previously disclosed their beneficial ownership of the Common Shares on Form 3s dated July 13, 2016. |
(3) |
The Viking Entities acquired Roivant Sciences Ltd. ("Roivant") common shares (the "Roivant Common Shares") on December 8, 2015. Roivant directly holds the 75,000,000 Common Shares reported herein. As a result of certain governance arrangements set forth in Roivant's bye-laws, due to the appointment of one or more independent directors (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors, Ms. Shabet may be deemed to have beneficial ownership over the Common Shares held by Roivant. |
(4) |
Ms. Shabet disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |