Vivek Ramaswamy - Jul 27, 2023 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role
10%+ Owner
Signature
By: /s/ Vivek Ramaswamy
Stock symbol
ROIV
Transactions as of
Jul 27, 2023
Transactions value $
-$3,477,551
Form type
4
Date filed
8/1/2023, 06:13 AM
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 +166K +0.3% 54.8M Jul 27, 2023 Direct F1, F5
transaction ROIV Common Shares Other -$869K -76K -0.14% $11.43 54.7M Jul 31, 2023 Direct F2, F3, F5

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 -$2.61M -408K -4.76% $6.40 8.15M Jul 27, 2023 Common Shares 166K 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 407,595 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 166,057 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on July 27, 2023.
F2 Represents the sale of Common Shares pursuant to a "sell-to-cover" transaction in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. This sale was effected pursuant to the issuer's "sell to cover" policy and does not represent a discretionary sale by the reporting person.
F3 The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.77 to $11.97, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
F4 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.
F5 5.Includes an award of restricted stock covering Common Shares that is fully vested.