Roivant Sciences Ltd. — Director's Dealing 2024

Apr 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2024-03-30

Reporting Person: Sukhatme Mayukh (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-30	Common Shares	M	729081	—	Acquired	4018196	Direct
2024-03-30	Common Shares	F	366211	$10.54	Disposed	3651985	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-30	Capped Value Appreciation Rights	$	M	1856163	Disposed	2026-03-31	Common Shares (729081)	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 March 30, 2024, the "knock-in" condition (as defined below) and hurdle price applicable to the remaining 1,856,163 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 729,081 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 28, 2024.

F3: Includes an award of restricted stock covering Common Shares that is fully vested.

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: 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 vested (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.