Eric Venker - Oct 2, 2023 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role: Chief Operating Officer
Signature: By: /s/ Jo Chen, as Attorney-in-Fact for Eric Venker
Stock symbol: ROIV
Transactions as of: Oct 2, 2023
Transactions value $: -$7,900,990
Form type: 4
Date filed: 10/4/2023, 09:30 PM
Previous filing: Sep 29, 2023
Next filing: Oct 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIV	Common Shares	Options Exercise	$1.7M	+441K	+74.03%	$3.85	1.04M	Oct 2, 2023	Direct
transaction	ROIV	Common Shares	Sale	-$4.76M	-441K	-42.54%	$10.80	595K	Oct 2, 2023	Direct	F1
transaction	ROIV	Common Shares	Options Exercise	$2.33M	+606K	+101.82%	$3.85	1.2M	Oct 3, 2023	Direct
transaction	ROIV	Common Shares	Sale	-$6.21M	-606K	-50.45%	$10.25	595K	Oct 3, 2023	Direct	F1
transaction	ROIV	Common Shares	Options Exercise	$589K	+153K	+25.7%	$3.85	748K	Oct 4, 2023	Direct
transaction	ROIV	Common Shares	Sale	-$1.55M	-153K	-20.45%	$10.11	595K	Oct 5, 2023	Direct	F1

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	Stock Option (Right to Buy)	Options Exercise	$0	-441K	-3.19%	$0.00	13.4M	Oct 2, 2023	Common Shares	441K	$3.85	Direct	F2
transaction	ROIV	Stock Option (Right to Buy)	Options Exercise	$0	-606K	-4.53%	$0.00	12.8M	Oct 3, 2023	Common Shares	606K	$3.85	Direct	F2
transaction	ROIV	Stock Option (Right to Buy)	Options Exercise	$0	-153K	-1.2%	$0.00	12.6M	Oct 4, 2023	Common Shares	153K	$3.85	Direct	F2

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The price reported in column 4 is a weighted average price. 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 (1) to this Form 4. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on February 25, 2023. The Reporting Person's Rule 10b5-1 trading plan does not include any further sales for this calendar year below a sales price of $14.85.
F2	Award of stock options to purchase Common Shares with a vesting commencement date of April 20, 2022. These options vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject generally to the reporting person's continuous service through each vesting date (unless otherwise provided in the applicable award documentation).

Content

The price reported in column 4 is a weighted average price. 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 (1) to this Form 4. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on February 25, 2023. The Reporting Person's Rule 10b5-1 trading plan does not include any further sales for this calendar year below a sales price of $14.85.

Award of stock options to purchase Common Shares with a vesting commencement date of April 20, 2022. These options vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject generally to the reporting person's continuous service through each vesting date (unless otherwise provided in the applicable award documentation).