Sec Form 3 Filing - Ramaswamy Vivek @ Roivant Sciences Ltd. - 2024-04-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Ramaswamy Vivek
2. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 20860
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2024
(Street)
COLUMBUS, OH43220
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 53,431,426 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
Stock Option (Right to Buy) $ 12.68 ( 1 ) 03/31/2026 Common Shares 21,856,138 D
Stock Option (Right to Buy) $ 13.78 ( 1 ) 03/31/2026 Common Shares 1,753,905 D
Stock Option (Right to Buy) $ 15.85 ( 1 ) 03/31/2026 Common Shares 5,915,052 D
Capped Value Appreciation Rights $ 11.5 ( 2 ) 03/31/2026 Common Shares 11,570,769 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ramaswamy Vivek
P.O. BOX 20860
COLUMBUS, OH43220
X
Signatures
By: /s/ Stephen Roberts, as Attorney-in-Fact for Vivek Ramaswamy 04/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects an award of stock options to purchase Common Shares that is fully vested.
( 2 )Reflects a fully service-vested award of capped value appreciation rights ("CVARs") that, upon achievement of the hurdle price condition based on the hurdle price reflected in column 4 of Table II above on an applicable measurement date, entitle the reporting person 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 reflected in column 4 of Table II above (such excess, the "CVAR Amount"). The CVARs will be settled in a number of Common Shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a Common Share as of the applicable payment date.

Remarks:
The reporting person became a 10% shareholder of the Issuer following the repurchase of Common Shares announced by the Issuer on April 2, 2024 and not through any transaction by the reporting person.

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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