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: Gold Daniel Allen (Director)

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	G	750000	—	Disposed	52142	Direct
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: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these Common Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Shares for purposes of Section 16 or for any other purpose.

F3: The reporting person is one of three directors of QVT Financial Investment Cayman Ltd. ("QVT FIC"), sharing voting and investment control over the Common Shares held directly by QVT FIC.

F4: Reporting Person received these shares in the distribution described in (1) above which is exempted under 16a-13 as a change in form of beneficial ownership and subsequently gifted them to a charitable foundation, which is subject to a lock-up.

F5: The amount of securities owned after the reported transaction reflects an annual award of restricted stock units with respect to Common Shares ("RSUs") granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy. The award of RSUs is scheduled to vest 100% on September 15, 2023, subject generally to the reporting person's continuous service through such date.

F6: QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. ("QVT Roiv"), and shares voting and investment control over the Common Shares held directly by QVT Roiv. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. The reporting person is a Managing Member of QVT Financial GP, sharing voting and investment control over the Common Shares held directly by QVT Roiv and may be deemed to beneficially own such Common Shares.

F7: The reporting person is one of two directors of QVT P&E Roiv Hldgs Ltd. ("QVT P&E") and QVT Deferred Compensation Holdings Ltd ("QVT DCH"), sharing voting and investment control over the Common Shares held directly by QVT P&E and QVT DCH.