Sec Form 4 Filing - Gold Daniel Allen @ Roivant Sciences Ltd. - 2022-09-15

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 Gold Daniel Allen 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., 11-12 ST. JAMES'S SQUARE SUITE 1, 3RD FL 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2022 (Street) LONDON, X0SW1Y 4LB 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 09/15/2022 A 52,142( 1 ) A $ 0( 1 ) 52,142 D Common Shares 109,761 I Held by Fourth Avenue Capital Partners LP( 2 )( 3 ) Common Shares 39,658,939 I Held by QVT Roiv Hldgs Offshore Ltd.( 3 )( 4 ) Common Shares 13,908,356 I Held by QVT Roiv Hldgs Onshore Ltd.( 3 )( 4 ) Common Shares 30,321,987 I Held by QVT Deferred Compensation Holdings Ltd.( 3 )( 5 ) Common Shares 5,616,260 I Held by QVT P&E Roiv Hldgs Ltd.( 3 )( 5 ) Common Shares 39,778,514 I Held by QVT Financial Investment Cayman Ltd.( 3 )( 6 )

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) $ 3.5 09/15/2022 A 71,850 ( 7 ) 09/14/2032 Common Shares 71,850 $ 0 71,850 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gold Daniel Allen C/O ROIVANT SCIENCES LTD. 11-12 ST. JAMES'S SQUARE SUITE 1, 3RD FL LONDON, X0SW1Y 4LB X Signatures By: /s/ Jo Chen, as Attorney-in-Fact for Daniel Gold 09/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 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 award of RSUs is scheduled to vest 100% on September 15, 2023, subject generally to the reporting person's continuous service through such date. ( 2 )Management of Fourth Avenue Capital Partners LP is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the Roivant Sciences Ltd. Common Shares held directly by Fourth Avenue. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Common Shares held directly by Fourth Avenue and may be deemed to beneficially own such Common Shares. ( 3 )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. ( 4 )QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. ("QVT Roiv"), and shares voting and investment control over the Shares held directly by QVT Roiv. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. The reporting person is a Managing Member of QVT Financial GP, sharing voting and investment control over the Common Shares held directly by QVT Roiv and may be deemed to beneficially own such Common Shares. ( 5 )The reporting person is one of two directors of QVT P&E Roiv Hldgs Ltd. ("QVT P&E") and QVT Deferred Compensation Holdings Ltd ("QVT DCH"), sharing voting and investment control over the Common Shares held directly by QVT P&E and QVT DCH. ( 6 )The reporting person is one of three directors of QVT Financial Investment Cayman Ltd. ("QVT FIC"), sharing voting and investment control over the Common Shares held directly by QVT FIC. ( 7 )Reflects an annual award of stock options to purchase Common Shares granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy. The award of stock options is scheduled to vest and become exercisable 100% on September 15, 2023, 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.

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