Mayukh Sukhatme - Oct 1, 2021 Form 3 Insider Report for Roivant Sciences Ltd. (ROIV)

Role
Pres &Chief Investment Officer
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme
Stock symbol
ROIV
Transactions as of
Oct 1, 2021
Transactions value $
$0
Form type
3
Date filed
10/1/2021, 05:30 PM
Next filing
Apr 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROIV Common Shares 3.02M Oct 1, 2021 Direct F1
holding ROIV Common Shares 1.66M Oct 1, 2021 By LLC F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 3.66M $10.96 Direct F3, F4
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 3.91M $12.68 Direct F5, F7
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 1.97M $10.00 Direct F6, F7
holding ROIV Capped Value Appreciation Rights Oct 1, 2021 Common Shares 1.36M $11.50 Direct F8, F9
holding ROIV Capped Value Appreciation Rights Oct 1, 2021 Common Shares 2.55M $6.40 Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects an award of restricted stock covering Common Shares that is fully vested.
F2 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.
F3 Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019.
F4 This award of stock options to purchase Common Shares vests and becomes exercisable (i) 6% on the first anniversary of the vesting commencement date, (ii) an additional 10% on the second anniversary of the vesting commencement date, (iii) an additional 14% on the third anniversary of the vesting commencement date, (iv) an additional 18% on the fourth anniversary of the vesting commencement date, (v) an additional 22% on the fifth anniversary of the vesting commencement date and (vi) an additional 30% on the sixth anniversary of the vesting commencement date, subject to the reporting person's continuous service through each vesting date.
F5 Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.
F6 Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021.
F7 These awards of stock options to purchase Common Shares vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date.
F8 Reflects an award of capped value appreciation rights ("CVARs") that 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 applicable 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.
F9 These awards of CVARs vest (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.
F10 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.

Remarks:

Exhibit 24 - Power of Attorney