Sec Form 4 Filing - Sukhatme Mayukh @ Roivant Sciences Ltd. - 2023-08-27

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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
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., 7TH FLOOR, 50 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2023
(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 08/27/2023 M( 1 ) 22,565 A 3,189,960 ( 2 ) D
Common Shares 1,657,698 ( 3 ) 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
Capped Value Appreciation Rights ( 1 ) ( 4 ) 08/27/2023 M 53,033 ( 1 ) ( 1 ) 03/31/2026 Common Shares 22,565 ( 1 ) $ 6.4 ( 1 ) 2,068,296 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sukhatme Mayukh
C/O ROIVANT SCIENCES LTD.
7TH FLOOR, 50 BROADWAY
LONDON, X0SW1H 0DB
Pres&Chief Investment Officer
Signatures
By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme 08/29/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of 53,033 capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, 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 hurdle price of $6.40 per share (such excess, the "CVAR Amount"). On August 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 22,565 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on August 25, 2023.
( 2 )Includes an award of restricted stock covering Common Shares that is fully vested.
( 3 )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.
( 4 )This award of CVARs vests (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. 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.

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