Mayukh Sukhatme - May 27, 2023 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme
Stock symbol
ROIV
Transactions as of
May 27, 2023
Transactions value $
-$2,036,474
Form type
4
Date filed
5/31/2023, 09:30 PM
Previous filing
Apr 22, 2022
Next filing
Jul 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +99.5K +3.29% 3.12M May 27, 2023 Direct F1, F2
holding ROIV Common Shares 1.66M May 27, 2023 By LLC F3

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 Capped Value Appreciation Rights Options Exercise -$2.04M -318K -12.5% $6.40 2.23M May 27, 2023 Common Shares 99.5K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the conversion of 318,199 capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, 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 of $6.40 per share (such excess, the "CVAR Amount"). On May 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 99,458 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on May 26, 2023.
F2 Includes an award of restricted stock covering Common Shares that is fully vested.
F3 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.
F4 This award of CVARs vests (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. 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:

Pres & Chief Investment Officer