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Roivant Sciences Ltd. Director's Dealing 2021

Oct 1, 2021

30587_dirs_2021-10-01_03e8b65f-de56-4773-9752-8d8e6100ceb8.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2021-10-01

Reporting Person: Zimmer Benjamin (President, Roivant Health)

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 1167491 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $5.12 2025-12-29 Common Shares (1185) Direct
Stock Option (Right to Buy) $3.97 2026-05-19 Common Shares (4424) Direct
Stock Option (Right to Buy) $10.96 2029-05-19 Common Shares (1463100) Direct
Stock Option (Right to Buy) $12.68 2026-03-31 Common Shares (181828) Direct
Stock Option (Right to Buy) $13.78 2026-03-31 Common Shares (422967) Direct
Stock Option (Right to Buy) $13.07 2030-05-19 Common Shares (614502) Direct
Stock Option (Right to Buy) $10.00 2031-05-01 Common Shares (731549) Direct
Capped Value Appreciation Rights $11.50 2026-03-31 Common Shares (181828) Direct

Footnotes

F1: Includes (i) an award of 731,550 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2019, (ii) an award of 266,017 RSUs with a vesting commencement date of May 20, 2021 and (iii) an award of 169,924 shares of restricted stock covering Common Shares ("RSAs"). The awards of RSUs service-vest (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date. The award of RSAs is fully vested.

F2: Award of stock options to purchase Common Shares that is fully vested.

F3: Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019.

F4: Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.

F5: Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.

F6: Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2020.

F7: Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021.

F8: Awards of stock options to purchase Common Shares vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date.

F9: Reflects an award of capped value appreciation rights ("CVARs") that entitle the reporting person 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 4 of Table II above (such excess, the "CVAR Amount"). The CVARs will be settled in a number of Common Shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a Common Share as of the applicable payment date.

F10: These awards of CVARs vest (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.