Roivant Sciences Ltd. — Director's Dealing 2024

Mar 8, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roivant Sciences Ltd. (ROIV)
CIK: 0001635088
Period of Report: 2024-03-07

Reporting Person: MANCHESTER KEITH S (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-07	Common Shares	J	11077765	$0.00	Disposed	14646796	Indirect
2024-03-07	Common Shares	J	11325233	$0.00	Disposed	23105358	Indirect
2024-03-07	Common Shares	J	5594064	$0.00	Disposed	6837266	Indirect
2024-03-07	Common Shares	J	2260661	$0.00	Disposed	2763126	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1763772	Direct

Footnotes

F1: On March 7, 2024, each of QVT Roiv Hldgs Onshore Ltd. (together, "QVT Roiv"), QVT P&E Roiv Hldgs Ltd. ("QVT P&E"), QVT Deferred Compensation Holdings Ltd ("QVT DCH") and QVT Financial Investment Cayman Ltd. ("QVT FIC") made an in-kind distribution on a pro rata basis, for no consideration.

F2: The reporting person is a shareholder of each of QVT Roiv, QVT DCH, QVT P&E and QVT FIC (the "QVT Entities") but does not have any voting or investment control over the QVT Entities. 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: Includes shares reporting person received as part of the distribution described in (1) above, which is exempted under both Rule 16a-9 and Rule 16a-13 as a change in form of beneficial ownership and (i) 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 "Equity Plan"), which vested on September 15, 2023 and (ii) an annual award of restricted stock units with respect to RSU granted pursuant to the Equity Plan, which is scheduled to vest 100% on September 12, 2024, subject generally to the reporting person's continuous service through such date.