Sec Form 4 Filing - MANCHESTER KEITH S @ Roivant Sciences Ltd. - 2024-03-07

FORM 4 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 MANCHESTER KEITH S 2. Issuer Name and Ticker or Trading Symbol Roivant Sciences Ltd. [ ROIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ROIVANT SCIENCES LTD., 7TH FLOOR, 50 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) LONDON, X0SW1H 0DB 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 03/07/2024 J( 1 ) 11,077,765 D $ 0 14,646,796 I ( 2 ) Held by QVT Deferred Compensation Holdings Ltd Common Shares 03/07/2024 J( 1 ) 11,325,233 D $ 0 23,105,358 I ( 2 ) Held by QVT Financial Investment Cayman Ltd. Common Shares 03/07/2024 J( 1 ) 5,594,064 D $ 0 6,837,266 I ( 2 ) Held by QVT Roiv Hldgs Onshore Ltd. Common Shares 03/07/2024 J( 1 ) 2,260,661 D $ 0 2,763,126 I ( 2 ) Held by QVT P&E Roiv Hldgs Ltd. Common Shares 1,763,772 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MANCHESTER KEITH S C/O ROIVANT SCIENCES LTD. 7TH FLOOR, 50 BROADWAY LONDON, X0SW1H 0DB X Signatures /s/ Keith Manchester 03/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 7, 2024, each of QVT Roiv Hldgs Onshore Ltd. (together, "QVT Roiv"), QVT P&E Roiv Hldgs Ltd. ("QVT P&E"), QVT Deferred Compensation Holdings Ltd ("QVT DCH") and QVT Financial Investment Cayman Ltd. ("QVT FIC") made an in-kind distribution on a pro rata basis, for no consideration. ( 2 )The reporting person is a shareholder of each of QVT Roiv, QVT DCH, QVT P&E and QVT FIC (the "QVT Entities") but does not have any voting or investment control over the QVT Entities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these Common Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Shares for purposes of Section 16 or for any other purpose. ( 3 )Includes shares reporting person received as part of the distribution described in (1) above, which is exempted under both Rule 16a-9 and Rule 16a-13 as a change in form of beneficial ownership and (i) an annual award of restricted stock units with respect to Common Shares ("RSUs") granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy (the "Equity Plan"), which vested on September 15, 2023 and (ii) an annual award of restricted stock units with respect to RSU granted pursuant to the Equity Plan, which is scheduled to vest 100% on September 12, 2024, subject generally to the reporting person's continuous service through such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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