Mayukh Sukhatme - Jul 27, 2023 Form 4 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: Jul 27, 2023
Transactions value $: -$678,829
Form type: 4
Date filed: 7/31/2023, 09:35 PM
Previous filing: May 31, 2023
Next filing: Aug 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIV	Common Shares	Options Exercise		+43.2K	+1.38%		3.17M	Jul 27, 2023	Direct	F1, F2
holding	ROIV	Common Shares						1.66M	Jul 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	-$679K	-106K	-4.76%	$6.40	2.12M	Jul 27, 2023	Common Shares	43.2K		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 106,067 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 July 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 43,212 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on July 27, 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.