Roivant Sciences Ltd. — Director's Dealing 2023

Sep 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2023-09-27

Reporting Person: Sukhatme Mayukh (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-27	Common Shares	M	27790	—	Acquired	3217750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-27	Capped Value Appreciation Rights	$	M	53033	Disposed	2026-03-31	Common Shares (25249)	Direct
2023-09-27	Capped Value Appreciation Rights	$	M	28411	Disposed	2026-03-31	Common Shares (2541)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1657698	Indirect

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 September 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 53,033 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 25,249 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.

F3: On September 27, 2023, the hurdle price applicable to 28,411 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 2,541 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.

F4: Includes an award of restricted stock covering Common Shares that is fully vested.

F5: 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.

F6: This award of CVARs vests (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.

F7: 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.