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

Role
CEO, Director
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Matthew Gline
Stock symbol
ROIV
Transactions as of
Oct 1, 2021
Transactions value $
$0
Form type
3
Date filed
10/1/2021, 05:50 PM
Next filing
Mar 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ROIV Common Shares 1.68M 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 234K $4.06 Direct F2
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 231K $7.99 Direct F3, F7
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 3.64M $12.68 Direct F4, F7
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 878K $13.07 Direct F5, F7
holding ROIV Stock Option (Right to Buy) Oct 1, 2021 Common Shares 2.53M $10.00 Direct F6, F7
holding ROIV Capped Value Appreciation Rights Oct 1, 2021 Common Shares 1.36M $6.40 Direct F8, F9, F10
holding ROIV Capped Value Appreciation Rights Oct 1, 2021 Common Shares 2.27M $11.50 Direct F8, F9
* 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 and (ii) an award of 950,063 RSUs with a vesting commencement date of May 20, 2021. These 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.
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 21, 2018.
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 May 20, 2020.
F6 Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021.
F7 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