Sec Form 4 Filing - Sukhatme Mayukh @ Roivant Sciences Ltd. - 2024-03-30

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) X __ 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) 03/30/2024 (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 03/30/2024 M( 1 )( 2 ) 729,081 A 4,018,196 ( 3 ) D Common Shares 03/30/2024 F( 4 ) 366,211 D $ 10.54 3,651,985 D Common Shares 1,657,698 ( 5 ) 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 ) ( 2 ) ( 6 ) 03/30/2024 M 1,856,163 ( 1 ) ( 2 ) ( 6 ) ( 1 )( 2 )( 6 ) 03/31/2026 Common Shares 729,081 ( 1 ) ( 2 ) $ 6.4 ( 1 ) ( 2 ) 0 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 X Pres&Chief Investment Officer Signatures By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme 04/02/2024 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 March 30, 2024, the "knock-in" condition (as defined below) and hurdle price applicable to the remaining 1,856,163 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 729,081 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 28, 2024. ( 3 )Includes an award of restricted stock covering Common Shares that is fully vested. ( 4 )Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. ( 5 )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. ( 6 )This award of CVARs vested (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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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