Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lombardo Ilise
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2018
3. Issuer Name and Ticker or Trading Symbol
Axovant Sciences Ltd. [AXON]
(Last)
(First)
(Middle)
C/O AXOVANT SCIENCES, INC., 11 TIMES SQUARE, 33RD FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1)(2) 04/12/2025 Common Shares 384,166 $ 1.04 D  
Stock Option (Right to Buy)   (2)(3) 04/28/2026 Common Shares 57,500 $ 13 D  
Stock Option (Right to Buy)   (2)(4) 04/27/2027 Common Shares 100,000 $ 24.24 D  
Stock Option (Right to Buy)   (2)(5) 03/14/2028 Common Shares 250,000 $ 1.46 D  
Stock Option (Right to Buy)   (2)(6) 03/14/2028 Common Shares 100,000 $ 1.46 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lombardo Ilise
C/O AXOVANT SCIENCES, INC.
11 TIMES SQUARE, 33RD FLOOR
NEW YORK, NY 10036
      Chief Medical Officer  

Signatures

/s/ Alison Haggerty, Attorney-in-Fact 08/17/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The option, which was initially granted for an aggregate of 487,500 shares, vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 13, 2016 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
(2) The option allows for early exercise, subject to the Issuer's repurchase option with respect to any unvested common shares. All common shares underlying the option will become fully vested upon a change in control, as that term is defined in the Issuer's 2015 Equity Incentive Plan.
(3) The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 29, 2017 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
(4) The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on April 28, 2018 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
(5) The option vests over a period of four years, with one quarter of the common shares underlying the option vesting on March 15, 2019 and the remainder vesting in twelve equal quarterly installments thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date.
(6) One-third of the option will vest at such time as the Issuer's stock price is equal to $4.38; one-third of the option will vest at such time as the Issuer's stock price is equal to $7.30; and one-third of the option will vest at such time as the Issuer's stock price is equal to $10.22, in each case subject to the Reporting Person providing continuous service to the Issuer on each such date.
 
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
No Non-Derivative Securities beneficially owned

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