Sec Form 3 Filing - Zimmer Benjamin @ 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 Zimmer Benjamin 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) President, Roivant Health (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 1,167,491 ( 1 ) D

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) $ 5.12 ( 2 ) 12/29/2025 Common Shares 1,185 D Stock Option (Right to Buy) $ 3.97 ( 2 ) 05/19/2026 Common Shares 4,424 D Stock Option (Right to Buy) $ 10.96 ( 3 )( 8 ) 05/19/2029 Common Shares 1,463,100 D Stock Option (Right to Buy) $ 12.68 ( 4 )( 8 ) 03/31/2026 Common Shares 181,828 D Stock Option (Right to Buy) $ 13.78 ( 5 )( 8 ) 03/31/2026 Common Shares 422,967 D Stock Option (Right to Buy) $ 13.07 ( 6 )( 8 ) 05/19/2030 Common Shares 614,502 D Stock Option (Right to Buy) $ 10 ( 7 )( 8 ) 05/01/2031 Common Shares 731,549 D Capped Value Appreciation Rights $ 11.5 ( 9 )( 10 ) 03/31/2026 Common Shares 181,828 D

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

Explanation of Responses:

( 1 )Includes (i) an award of 731,550 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2019, (ii) an award of 266,017 RSUs with a vesting commencement date of May 20, 2021 and (iii) an award of 169,924 shares of restricted stock covering Common Shares ("RSAs"). The awards of RSUs service-vest (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. The award of RSAs is fully vested. ( 2 )Award of stock options to purchase Common Shares that is fully vested. ( 3 )Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019. ( 4 )Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019. ( 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, 2020. ( 7 )Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021. ( 8 )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. ( 9 )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. ( 10 )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.

Remarks: Exhibit 24 - Power of Attorney

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