Sec Form 3 Filing - Sukhatme Mayukh @ Roivant Sciences Ltd. - 2021-10-01

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 Sukhatme Mayukh 2. Issuer Name and Ticker or Trading Symbol Roivant Sciences Ltd. [ ROIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres &Chief Investment Officer (Last) (First) (Middle) C/O ROIVANT SCIENCES LTD., 11-12 ST. JAMES'S SQUARE, SUITE 1 3RD FL 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2021 (Street) LONDON, X0SW1Y 4L 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 3,024,725 ( 1 ) D Common Shares 1,657,698 ( 2 ) I By LLC

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 Stock Option (Right to Buy) $ 10.96 ( 3 )( 4 ) 05/19/2029 Common Shares 3,657,750 D Stock Option (Right to Buy) $ 12.68 ( 5 )( 7 ) 03/31/2026 Common Shares 3,909,306 D Stock Option (Right to Buy) $ 10 ( 6 )( 7 ) 05/01/2031 Common Shares 1,969,554 D Capped Value Appreciation Rights $ 11.5 ( 8 )( 9 ) 03/31/2026 Common Shares 1,363,711 D Capped Value Appreciation Rights $ 6.4 ( 8 )( 9 )( 10 ) 03/31/2026 Common Shares 2,545,595 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sukhatme Mayukh C/O ROIVANT SCIENCES LTD. 11-12 ST. JAMES'S SQUARE, SUITE 1 3RD FL LONDON, X0SW1Y 4L Pres &Chief Investment Officer Signatures By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme 10/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an award of restricted stock covering Common Shares that is fully vested. ( 2 )Reflects an award of restricted stock covering Common Shares ("RSAs") that is fully vested. The award of RSAs is held by a limited liability company (the "LLC") that is owned by a family trust (the "Trust"). The reporting person has investment control over both the LLC and the Trust. The reporting person disclaims beneficial ownership of the reported securities held by the LLC except to the extent of his pecuniary interest therein. ( 3 )Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019. ( 4 )This award of stock options to purchase Common Shares vests and becomes exercisable (i) 6% on the first anniversary of the vesting commencement date, (ii) an additional 10% on the second anniversary of the vesting commencement date, (iii) an additional 14% on the third anniversary of the vesting commencement date, (iv) an additional 18% on the fourth anniversary of the vesting commencement date, (v) an additional 22% on the fifth anniversary of the vesting commencement date and (vi) an additional 30% on the sixth anniversary of the vesting commencement date, subject to the reporting person's continuous service through each vesting date. ( 5 )Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019. ( 6 )Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021. ( 7 )These awards of stock options to purchase Common Shares vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date. ( 8 )Reflects an award of capped value appreciation rights ("CVARs") that entitle the reporting person to an amount equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 4 of Table II above (such excess, the "CVAR Amount"). The CVARs will be settled in a number of Common Shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a Common Share as of the applicable payment date. ( 9 )These awards of CVARs vest (i) 25% on the first anniversary of the vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date, with a vesting commencement date of December 27, 2019. ( 10 )In the event the fair market value of a Common Share is less than $9.20 per share as of the relevant date of determination (the "knock-in condition"), this award of CVARs will remain outstanding unless and until the knock-in condition is satisfied as of any applicable measurement date thereafter before the expiration date of the CVARs.

Remarks: Exhibit 24 - Power of Attorney

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