Daniel Allen Gold - Sep 15, 2022 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role
Director
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Daniel Gold
Stock symbol
ROIV
Transactions as of
Sep 15, 2022
Transactions value $
$0
Form type
4
Date filed
9/19/2022, 09:53 PM
Previous filing
Sep 12, 2022
Next filing
Nov 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Award $0 +52.1K $0.00 52.1K Sep 15, 2022 Direct F1
holding ROIV Common Shares 110K Sep 15, 2022 Held by Fourth Avenue Capital Partners LP F2, F3
holding ROIV Common Shares 39.7M Sep 15, 2022 Held by QVT Roiv Hldgs Offshore Ltd. F3, F4
holding ROIV Common Shares 13.9M Sep 15, 2022 Held by QVT Roiv Hldgs Onshore Ltd. F3, F4
holding ROIV Common Shares 30.3M Sep 15, 2022 Held by QVT Deferred Compensation Holdings Ltd. F3, F5
holding ROIV Common Shares 5.62M Sep 15, 2022 Held by QVT P&E Roiv Hldgs Ltd. F3, F5
holding ROIV Common Shares 39.8M Sep 15, 2022 Held by QVT Financial Investment Cayman Ltd. F3, F6

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
transaction ROIV Stock Option (Right to Buy) Award $0 +71.9K $0.00 71.9K Sep 15, 2022 Common Shares 71.9K $3.50 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects an annual award of restricted stock units with respect to Common Shares ("RSUs") granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy. The award of RSUs is scheduled to vest 100% on September 15, 2023, subject generally to the reporting person's continuous service through such date.
F2 Management of Fourth Avenue Capital Partners LP is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the Roivant Sciences Ltd. Common Shares held directly by Fourth Avenue. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Common Shares held directly by Fourth Avenue and may be deemed to beneficially own such Common Shares.
F3 The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these Common Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Shares for purposes of Section 16 or for any other purpose.
F4 QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. ("QVT Roiv"), and shares voting and investment control over the Shares held directly by QVT Roiv. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. The reporting person is a Managing Member of QVT Financial GP, sharing voting and investment control over the Common Shares held directly by QVT Roiv and may be deemed to beneficially own such Common Shares.
F5 The reporting person is one of two directors of QVT P&E Roiv Hldgs Ltd. ("QVT P&E") and QVT Deferred Compensation Holdings Ltd ("QVT DCH"), sharing voting and investment control over the Common Shares held directly by QVT P&E and QVT DCH.
F6 The reporting person is one of three directors of QVT Financial Investment Cayman Ltd. ("QVT FIC"), sharing voting and investment control over the Common Shares held directly by QVT FIC.
F7 Reflects an annual award of stock options to purchase Common Shares granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy. The award of stock options is scheduled to vest and become exercisable 100% on September 15, 2023, subject generally to the reporting person's continuous service through such date.