Sec Form 4 Filing - Gline Matthew @ Roivant Sciences Ltd. - 2023-09-27

Insider filing report for Changes in Beneficial Ownership
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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
Gline Matthew
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
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O ROIVANT SCIENCES LTD., 7TH FLOOR, 50 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2023
(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 09/27/2023 M( 1 )( 2 )( 3 ) 17,762 A 1,051,483 D
Common Shares 09/28/2023 J( 4 ) 10,243 D $ 12.67 ( 5 ) 1,041,240 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
Capped Value Appreciation Rights ( 1 ) ( 2 ) ( 6 ) ( 7 ) 09/27/2023 M 28,411 ( 1 ) ( 2 ) ( 6 ) ( 1 )( 2 )( 6 ) 03/31/2026 Common Shares 13,526 ( 1 ) ( 2 ) $ 6.4 ( 1 ) ( 2 ) ( 7 ) 1,164,836 ( 7 ) D
Capped Value Appreciation Rights ( 1 ) ( 3 ) ( 6 ) 09/27/2023 M 47,351 ( 1 ) ( 3 ) ( 6 ) ( 1 )( 3 )( 6 ) 03/31/2026 Common Shares 4,236 ( 1 ) ( 3 ) $ 11.5 ( 1 ) ( 3 ) 2,225,501 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gline Matthew
C/O ROIVANT SCIENCES LTD.
7TH FLOOR, 50 BROADWAY
LONDON, X0SW1H 0DB
X CEO
Signatures
By: /s/ Jo Chen, as Attorney-in-Fact for Matthew Gline 09/29/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of 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 applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount").
( 2 )On September 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 28,411 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 13,526 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
( 3 )On September 27, 2023, the hurdle price applicable to 47,351 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 4,236 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
( 4 )Represents the sale of Common Shares pursuant to a "sell-to-cover" transaction in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. This sale was effected pursuant to the issuer's "sell to cover" policy and does not represent a discretionary sale by the reporting person.
( 5 )The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $13.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
( 6 )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.
( 7 )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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