Matthew Gline - Mar 30, 2024 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
Mar 30, 2024
Transactions value $
-$8,640,532
Form type
4
Date filed
4/2/2024, 09:00 PM
Previous filing
Mar 22, 2024
Next filing
Apr 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +391K +39.45% 1.38M Mar 30, 2024 Direct F1, F2
transaction ROIV Common Shares Tax liability -$2.28M -216K -15.64% $10.54 1.16M Mar 30, 2024 Direct F3

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 -$6.36M -994K -100% $6.40 0 Mar 30, 2024 Common Shares 391K Direct F1, F2, F4
* 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 March 30, 2024, the "knock-in" condition (as defined below) and hurdle price applicable to the remaining 994,373 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 390,579 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 28, 2024.
F3 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.
F4 This award of CVARs vested (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.