Matthew Gline - Dec 27, 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: Dec 27, 2023
Transactions value $: -$1,345,279
Form type: 4
Date filed: 12/29/2023, 09:00 PM
Previous filing: Dec 22, 2023
Next filing: Jan 23, 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		+38.5K	+3.82%		1.04M	Dec 27, 2023	Direct	F1, F2, F3
transaction	ROIV	Common Shares	Tax liability	-$255K	-22K	-2.11%	$11.58	1.02M	Dec 27, 2023	Direct	F4

Showing 1 to 2 of 2 entries

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	-$545K	-85.2K	-7.89%	$6.40	994K	Dec 27, 2023	Common Shares	38.1K		Direct	F1, F2, F5, F6
transaction	ROIV	Capped Value Appreciation Rights	Options Exercise	-$545K	-47.4K	-2.13%	$11.50	2.18M	Dec 27, 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.