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

Role
President, Roivant Health
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Benjamin Zimmer
Stock symbol
ROIV
Transactions as of
Oct 1, 2021
Transactions value $
$0
Form type
3
Date filed
10/1/2021, 05:41 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROIV Common Shares 1.17M Oct 1, 2021 Direct F1

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 1.19K $5.12 Direct F2
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 4.42K $3.97 Direct F2
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 1.46M $10.96 Direct F3, F8
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 182K $12.68 Direct F4, F8
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 423K $13.78 Direct F5, F8
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 615K $13.07 Direct F6, F8
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 732K $10.00 Direct F7, F8
holding ROIV Capped Value Appreciation Rights Oct 1, 2021 Common Shares 182K $11.50 Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes (i) an award of 731,550 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2019, (ii) an award of 266,017 RSUs with a vesting commencement date of May 20, 2021 and (iii) an award of 169,924 shares of restricted stock covering Common Shares ("RSAs"). The awards of RSUs service-vest (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. The award of RSAs is fully vested.
F2 Award of stock options to purchase Common Shares that is fully vested.
F3 Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019.
F4 Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.
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, 2020.
F7 Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021.
F8 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.
F9 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.
F10 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.

Remarks:

Exhibit 24 - Power of Attorney