Matthew Gline - 27 Dec 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
Issuer symbol
ROIV
Transactions as of
27 Dec 2023
Net transactions value
-$1,345,279
Form type
4
Filing time
29 Dec 2023, 21:00:23 UTC
Previous filing
22 Dec 2023
Next filing
23 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +38,453 +3.8% 1,044,941 27 Dec 2023 Direct F1, F2, F3
transaction ROIV Common Shares Tax liability $255,258 -22,043 -2.1% $11.58 1,022,898 27 Dec 2023 Direct F4

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 $545,485 -85,232 -7.9% $6.40 994,373 27 Dec 2023 Common Shares 38,126 Direct F1, F2, F5, F6
transaction ROIV Capped Value Appreciation Rights Options Exercise $544,536 -47,351 -2.1% $11.50 2,178,150 27 Dec 2023 Common Shares 327 Direct F1, F3, F5
* 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 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 85,232 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 38,126 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 47,351 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 327 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023.
F4 Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs.
F5 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.
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.