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

Role
10%+ Owner
Signature
By: /s/ Steve Roberts, as Attorney-in-Fact for Vivek Ramaswamy
Stock symbol
ROIV
Transactions as of
Sep 27, 2023
Transactions value $
-$4,981,874
Form type
4
Date filed
9/29/2023, 09:30 PM
Previous filing
Aug 29, 2023
Next filing
Dec 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +120K +0.22% 54.9M Sep 27, 2023 Direct F1, F2, F3, F7
transaction ROIV Common Shares Other -$785K -61.9K -0.11% $12.67 54.8M Sep 28, 2023 Direct F4, F5, F7

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 -$1.3M -204K -2.56% $6.40 7.74M Sep 27, 2023 Common Shares 97K Direct F1, F2, F6
transaction ROIV Capped Value Appreciation Rights Options Exercise -$2.89M -252K -2.08% $11.50 11.8M Sep 27, 2023 Common Shares 22.5K Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the conversion of 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 applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount").
F2 On September 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 203,798 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 97,031 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
F3 On September 27, 2023, the hurdle price applicable to 251,539 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 22,503 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
F4 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.
F5 The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $13.20, 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 (5) to this Form 4.
F6 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.
F7 Includes an award of restricted stock covering Common Shares that is fully vested.