Sec Form 3 Filing - Sumitomo Chemical Co., Ltd. @ Roivant Sciences Ltd. - 2021-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Sumitomo Chemical Co., Ltd.
2. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
27-1, SHINKAWA 2-CHOME
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2021
(Street)
CHUO-KU, TOKYO, M0104-8260
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Shares 86,367,360 I See Footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sumitomo Chemical Co., Ltd.
27-1, SHINKAWA 2-CHOME
CHUO-KU, TOKYO, M0104-8260
X
Dainippon Sumitomo Pharma Co Ltd
6-8 DOSHOMACHI 2-CHOME
CHUO-KU, OSAKA, M0541-0045
X
Signatures
Sumitomo Dainippon Pharma Co., Ltd., By: /s/ Tsutomu Nakagawa, Name: Tsutomu Nakagawa, Title: Senior Director, Global Corporate Strategy 10/01/2021
Signature of Reporting Person Date
Sumitomo Chemical Co., Ltd., By: /s/ Takeo Kitayama, Name: Takeo Kitayama, Title: Associate Officer, General Manager, Corporate Planning Office 10/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo Dainippon") directly owns 86,367,360 Common Shares. Sumitomo Dainippon is a 51.78% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo"). Sumitomo may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitomo Dainippon owns. Sumitomo disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein.

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