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Axovant Sciences Ltd. (Name of Issuer)

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Axovant Sciences Ltd. (Name of Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. *) Axovant Sciences Ltd. (Name of Issuer) Common shares, $0.00001 par value per share (Title of Class of Securities) G0750W104 (CUSIP Number) Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom +44 (117) 918-1293 With copies to: Chang-Do Gong White & Case LLP 1221 Avenue of the Americas New York, NY 10020-1095 +1 (212) 819 8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2018 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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, as amended (the "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. G0750W104 1. Name of Reporting Persons: Roivant Sciences Ltd. I.R.S. Identification Nos. of Above Persons (Entities Only): 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Source of Funds (See Instructions) WC (see Item 3) 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o 6. Citizenship or Place of Organization Bermuda 7. Sole Voting Power 89,285,714 (see Item 5) Number of 8. Shared Voting Power Shares 0 (see Item 5) Beneficially Owned by Each Reporting 9. Sole Dispositive Power Person With 89,285,714 (see Item 5) 10. Shared Dispositive Power 0 (see Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 89,285,714 (see Item 5) 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o 13. Percent of Class Represented by Amount in Row (11) 73.1% (see Item 5) 14. Type of Reporting Person (See Instructions) CO EXPLANATORY NOTE This report on Schedule 13D (the “Schedule 13D”) of Roivant Sciences Ltd. (“Roivant” or the “Reporting Person”) relates to the common shares, $0.00001 par value (the “Common Shares”), of Axovant Sciences Ltd. (the “Issuer”). As disclosed in its Schedule 13G filed on February 16, 2016 with the Securities and Exchange Commission (the “SEC”), Roivant was the sole owner of the Issuer’s Common Shares prior to its initial public offering completed on June 11, 2015, and as such was eligible to file a report on Schedule 13G after the initial public offering pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended. Roivant is filing this Schedule 13D because, following its acquisition of 14,285,714 Common Shares on June 5, 2018 as reported in Item 3 of this Schedule 13D (which represented an increase of more than 2% of Roivant’s Common Shares 12 months before such acquisition), Roivant is no longer eligible to file a report on Schedule 13G. Item 1. Security and Issuer This Schedule 13D relates to the Common Shares of the Issuer. The principal executive offices of the Issuer are located at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. Item 2. Identity and Background (a) Reporting Person (Roivant) This Schedule 13D is filed by Roivant Sciences Ltd. (“Roivant” or the “Reporting Person”), an exempted limited company incorporated under the laws of Bermuda. The principal business address of Roivant is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. Roivant is principally engaged in the business of forming and supporting companies engaged in drug development and commercialization. It partners with biopharmaceutical companies and academic institutions to ensure that medicines are rapidly developed and delivered to patients upon approval. Roivant also launches healthcare companies operating outside of traditional biopharmaceutical development. Covered Persons Roivant Covered Persons Roivant has a board of directors (collectively, the “Roivant Covered Persons”). The principal business address of each of the Roivant Covered Persons is Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. The name, present principal occupation and country of citizenship of each of the Roivant Covered Persons is set forth below, along with the principal business address of the employer of each of the Roivant Covered Persons. Principal Business Name Address of Employer Present Principal Occupation Citizenship Andrew Lo c/o Roivant Sciences Ltd., Charles E. and Susan T. Harris Professor, MIT United States Suite 1, 3rd Floor, 11-12 St. Sloan School of Management; Director of the MIT James’s Square, London Laboratory for Financial Engineering; Principal SW1Y 4LB, United Kingdom Investigator at the MIT Computer Science and Artificial Intelligence Laboratory Patrick Machado c/o Roivant Sciences Ltd., Chairman, Armaron Bio Pty. Ltd.; Director, United States Suite 1, 3rd Floor, 11-12 St. Endocyte, Inc.; Director, Chimerix, Inc.; Director, James’s Square, London SCYNEXIS, Inc.; Director, Adverum SW1Y 4LB, United Kingdom Biotechnologies, Inc. 1 Keith Manchester, M.D. 1177 Avenue of the Americas, Managing Director and Head of Life Sciences, United States 9th Floor QVT Financial LP New York, New York 10036 Akshay Naheta 69 Grosvenor Street Partner, SoftBank Investment Advisers and United Kingdom London X0 W1K3JP, United Managing Director for Strategic Finance, Softbank Kingdom Group Ilan Oren 1 Dexcel Street, Or Akiva, Vice President, Business Development, Dexcel Israel 3060000, Israel Pharma Technologies Ltd. Vivek Ramaswamy c/o Roivant Sciences Ltd., President and Chief Executive Officer, Roivant United States Suite 1, 3rd Floor, 11-12 St. Sciences, Inc. James’s Square, London SW1Y 4LB, United Kingdom Control Persons of Roivant The following persons, which include shareholders of Roivant and their control persons, may be deemed to control Roivant within the meaning of Instruction C to Schedule 13D, due to the power of the shareholders under Roivant’s internal governance documents to direct or cause the direction of the management and policies of Roivant: (i) SVF Investments (UK) Limited, a limited company organized under the laws of England and Wales (“SVF Investments”), SVF Holdings (UK) LLP, a limited liability partnership organized under the laws of England and Wales (“SVF Holdings”), SoftBank Vision Fund L.P., a limited partnership organized under the laws of Jersey (“SoftBank Vision Fund”), and SVF GP (Jersey) Limited, a limited company organized under the laws of Jersey (“SVF GP”, and collectively with SVF Investments, SVF Holdings and SoftBank Vision Fund, “SoftBank”); (ii) QVT Family Office Fund LP (f/k/a QVT Fund V LP), a Cayman Islands limited partnership (“QVT Family”), QVT Financial LP, a Delaware limited partnership (“QVT Financial”), QVT Financial GP LLC, a Delaware limited liability company (“QVT Financial GP”), and QVT Associates GP LLC, a Delaware limited liability company (“QVT Associates”, and collectively with QVT Family, QVT Financial and QVT Financial GP, “QVT”); (iii) Dexxon Holdings Ltd., incorporated under the laws of Israel (“Dexxon Holdings”), Dexcel Pharma Technologies Ltd., incorporated under the laws of Israel (“Dexcel Pharma”), and Dan Oren, a citizen of Israel (collectively with Dexxon Holdings and Dexcel Pharma, “Dexxon”); and (iv) Viking Global Investors LP, a Delaware limited partnership (“VGI”), VGP Global Performance LLC, a Delaware limited liability company (“VGP”), Viking Global Equities LP, a Delaware limited partnership (“VGE”), Viking Global Equities II LP, a Delaware limited partnership (“VGEII”), VGE III Portfolio Ltd., a Cayman Islands exempted company (“VGEIII”), Viking Long Fund GP LLC, a Delaware limited liability company (“VLFGP”), Viking Long Fund Master Ltd., a Cayman Islands exempted company (“VLFM”), Viking Global Opportunities GP LLC, a Delaware limited liability company (“Opportunities GP”), Viking Global Opportunities Portfolio GP LLC, a Delaware limited liability company (“Opportunities Portfolio GP”), and Viking Global Opportunities Illiquid Investments Sub-Master LP, a Cayman Islands exempted limited partnership (“Opportunities Fund”, and together with VGI, VGP, VGE, VGEII, VGEIII, VLFGP, VLFM, Opportunities GP and Opportunities Portfolio GP, “Viking”). See Appendix A to this Schedule 13D for certain information regarding each of SoftBank, QVT, Dexxon and Viking and their directors and executive officers, as applicable. As set forth on Appendix A, the “Covered Persons” include the Roivant Covered Persons, the SoftBank Covered Persons, the QVT Covered Persons, the Dexxon Covered Persons and the Viking Covered Persons (each as defined in Appendix A). (b) The principal business address of each of Roivant, as the Reporting Person, and the Covered Persons is set forth in Item 2(a) above, including Appendix A. 2 (c) The principal business and principal business address of Roivant, as the Reporting Person, is set forth in Item 2(a) above. Additionally, the present principal occupation of each of the Covered Persons and the name, principal business and address of the organizations in which such occupation is conducted is set forth in Item 2(a) above, including Appendix A.
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