Roivant Sciences Ltd. — Director's Dealing 2023

Aug 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2023-07-27

Reporting Person: Gline Matthew (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-27	Common Shares	M	23149	—	Acquired	1062408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-27	Capped Value Appreciation Rights	$	M	56821	Disposed	2026-03-31	Common Shares (23149)	Direct

Footnotes

F1: Reflects the conversion of 56,821 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 hurdle price of $6.40 per share (such excess, the "CVAR Amount"). On July 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 23,149 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on July 27, 2023.

F2: 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. 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.