Matthew Gline - Aug 2, 2023 Form 4 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: Aug 2, 2023
Transactions value $: -$138,521
Form type: 4
Date filed: 8/3/2023, 09:30 PM
Previous filing: Jul 31, 2023
Next filing: Aug 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIV	Common Shares	Other	-$139K	-11.7K	-1.11%	$11.79	1.05M	Aug 2, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 56,821 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 the vested CVARs was satisfied and, accordingly, the CVARs were settled into 23,149 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on July 27, 2023. This sale was effected pursuant to the issuer's "sell to
F2	The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.79 to $11.85, 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 (2) to this Form 4.

Content

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 56,821 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 the vested CVARs was satisfied and, accordingly, the CVARs were settled into 23,149 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on July 27, 2023. This sale was effected pursuant to the issuer's "sell to

The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.79 to $11.85, 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 (2) to this Form 4.