Roivant Sciences Ltd. — Director's Dealing 2021

Oct 1, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Sukhatme Mayukh (Pres &Chief Investment Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3024725	Direct
Common Shares	1657698	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$10.96	2029-05-19	Common Shares (3657750)		Direct
Stock Option (Right to Buy)	$12.68	2026-03-31	Common Shares (3909306)		Direct
Stock Option (Right to Buy)	$10.00	2031-05-01	Common Shares (1969554)		Direct
Capped Value Appreciation Rights	$11.50	2026-03-31	Common Shares (1363711)		Direct
Capped Value Appreciation Rights	$6.40	2026-03-31	Common Shares (2545595)		Direct

Footnotes

F1: Reflects an award of restricted stock covering Common Shares that is fully vested.

F2: Reflects an award of restricted stock covering Common Shares ("RSAs") that is fully vested. The award of RSAs is held by a limited liability company (the "LLC") that is owned by a family trust (the "Trust"). The reporting person has investment control over both the LLC and the Trust. The reporting person disclaims beneficial ownership of the reported securities held by the LLC except to the extent of his pecuniary interest therein.

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

F4: This award of stock options to purchase Common Shares vests and becomes exercisable (i) 6% on the first anniversary of the vesting commencement date, (ii) an additional 10% on the second anniversary of the vesting commencement date, (iii) an additional 14% on the third anniversary of the vesting commencement date, (iv) an additional 18% on the fourth anniversary of the vesting commencement date, (v) an additional 22% on the fifth anniversary of the vesting commencement date and (vi) an additional 30% on the sixth anniversary of the vesting commencement date, subject to the reporting person's continuous service through each vesting date.

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, 2021.

F7: These 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.

F8: 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.

F9: 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.

F10: 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.