Roivant Sciences Ltd. — Director's Dealing 2022

Nov 15, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2022-11-09

Reporting Person: QVT Financial LP (Director, 10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-09	Common Shares	J	1196200	—	Disposed	38582314	Indirect
2022-11-10	Common Shares	S	1092355	$4.75	Disposed	37489959	Indirect
2022-11-10	Common Shares	S	1733577	$4.75	Disposed	37925362	Indirect
2022-11-10	Common Shares	S	372427	$4.75	Disposed	13535929	Indirect
2022-11-10	Common Shares	S	2311643	$4.75	Disposed	28010344	Indirect
2022-11-10	Common Shares	S	146079	$4.75	Disposed	5470181	Indirect

Footnotes

F1: Shares were distributed in-kind to certain shareholders of QVT FIC (as defined below) who subsequently gifted the shares to charitable foundations, each of which is subject to a lock-up.

F2: Aggregately, following the transactions described above, QVT Financial LP ("QVT"), a Delaware limited partnership, may be deemed to be the beneficial owner of 122,541,536 common shares (the "Shares") of Roivant Sciences Ltd., consisting of the Shares owned by QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. (together, "QVT Roiv"), Fourth Avenue Capital Partners LP ("Fourth Avenue"), QVT P&E Roiv Hldgs Ltd. ("QVT P&E"), QVT Deferred Compensation Holdings Ltd ("QVT DCH") and QVT Financial Investment Cayman Ltd. ("QVT FIC"). QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT and may be deemed to beneficially own the same number of Shares reported by QVT.

F3: QVT provides certain investment advisory services for, and thereby may be deemed to beneficially own the Shares held by, Fourth Avenue, QVT P&E, QVT DCH and QVT FIC. QVT disclaims beneficial ownership of such Shares, except to the extent of any pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 or for any other purpose.

F4: QVT is the investment manager of QVT Roiv, shares voting and investment control over the Shares held directly by QVT Roiv and therefore may be deemed to beneficially own such Shares. QVT disclaims beneficial ownership of such Shares, except to the extent of any pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 or for any other purpose.