Vivek Ramaswamy - Dec 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
Dec 27, 2023
Transactions value $
-$8,356,292
Form type
4
Date filed
12/29/2023, 09:00 PM
Previous filing
Sep 29, 2023
Next filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +275K +0.5% 55.1M Dec 27, 2023 Direct F1, F2, F3, F6
transaction ROIV Common Shares Tax liability -$1.55M -134K -0.24% $11.58 54.9M Dec 27, 2023 Direct F4, F6

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 -$3.91M -611K -7.89% $6.40 7.13M Dec 27, 2023 Common Shares 273K Direct F1, F2, F5
transaction ROIV Capped Value Appreciation Rights Options Exercise -$2.89M -252K -2.13% $11.50 11.6M Dec 27, 2023 Common Shares 1.74K Direct F1, F3
* 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 611,393 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 273,490 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 251,538 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 1,737 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 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.
F6 Includes an award of restricted stock covering Common Shares that is fully vested.