Mayukh Sukhatme - Dec 27, 2023 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme
Stock symbol
ROIV
Transactions as of
Dec 27, 2023
Transactions value $
-$1,344,967
Form type
4
Date filed
12/29/2023, 09:00 PM
Previous filing
Sep 29, 2023
Next filing
Apr 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +71.4K +2.22% 3.29M Dec 27, 2023 Direct F1, F2, F3, F4
holding ROIV Common Shares 1.66M Dec 27, 2023 By LLC 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 -$1.02M -159K -7.89% $6.40 1.86M Dec 27, 2023 Common Shares 71.2K Direct F1, F2, F6, F7
transaction ROIV Capped Value Appreciation Rights Options Exercise -$327K -28.4K -2.13% $11.50 1.31M Dec 27, 2023 Common Shares 196 Direct F1, F3, F6
* 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 December 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 159,100 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 71,169 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023.
F3 On December 27, 2023, the hurdle price applicable to 28,411 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 196 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023.
F4 Includes an award of restricted stock covering Common Shares that is fully vested.
F5 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.
F6 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.
F7 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.