Roivant Sciences Ltd. — Director's Dealing 2023

Dec 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2023-12-27

Reporting Person: Ramaswamy Vivek (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-27	Common Shares	M	275227	—	Acquired	55063337	Direct
2023-12-27	Common Shares	F	133911	$11.58	Disposed	54929426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-27	Capped Value Appreciation Rights	$	M	611393	Disposed	2026-03-31	Common Shares (273490)	Direct
2023-12-27	Capped Value Appreciation Rights	$	M	251538	Disposed	2026-03-31	Common Shares (1737)	Direct

Footnotes

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 December 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 611,393 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 273,490 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023.

F3: On December 27, 2023, the hurdle price applicable to 251,538 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 1,737 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023.

F4: 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.

F5: 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.

F6: Includes an award of restricted stock covering Common Shares that is fully vested.