Roivant Sciences Ltd. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 d275835dsc13g.htm SC 13G SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Roivant Sciences Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G76279101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G76279101 Schedule 13G Page 1 of 10

1	Names of Reporting Persons SB Investment Advisers (UK) Limited
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization England and
Wales

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 99,375,586
7	Sole Dispositive Power 0
8	Shared Dispositive Power 99,375,586

9	Aggregate Amount Beneficially Owned by Each Reporting Person 99,375,586
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 14.4%
12	Type of Reporting
Person CO

CUSIP No. G76279101 Schedule 13G Page 2 of 10

1	Names of Reporting Persons SVF GP (Jersey) Limited
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Jersey

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 99,375,586
7	Sole Dispositive Power 0
8	Shared Dispositive Power 99,375,586

9	Aggregate Amount Beneficially Owned by Each Reporting Person 99,375,586
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 14.4%
12	Type of Reporting
Person CO

CUSIP No. G76279101 Schedule 13G Page 3 of 10

1	Names of Reporting Persons SoftBank Vision Fund LP
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Jersey

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 99,375,586
7	Sole Dispositive Power 0
8	Shared Dispositive Power 99,375,586

9	Aggregate Amount Beneficially Owned by Each Reporting Person 99,375,586
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 14.4%
12	Type of Reporting
Person PN

CUSIP No. G76279101 Schedule 13G Page 4 of 10

1	Names of Reporting Persons SVF Holdings (UK) LLP
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization England and
Wales

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 99,375,586
7	Sole Dispositive Power 0
8	Shared Dispositive Power 99,375,586

9	Aggregate Amount Beneficially Owned by Each Reporting Person 99,375,586
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 14.4%
12	Type of Reporting
Person PN

CUSIP No. G76279101 Schedule 13G Page 5 of 10

1	Names of Reporting Persons SVF Investments (UK) Limited
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization England and
Wales

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 99,375,586
7	Sole Dispositive Power 0
8	Shared Dispositive Power 99,375,586

9	Aggregate Amount Beneficially Owned by Each Reporting Person 99,375,586
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class
Represented by Amount in Row 9 14.4%
12	Type of Reporting
Person CO

CUSIP No. G76279101 Schedule 13G Page 6 of 10

ITEM 1. (a) Name of Issuer:

Roivant Sciences Ltd. (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Investment Advisers (UK) Limited (“SBIA UK”)

SVF GP (Jersey) Limited

SoftBank Vision Fund LP

SVF Holdings (UK) LLP

SVF Investments (UK) Limited

(b) Address or Principal Business Office:

The principal business address for each of SBIA UK, SVF Holdings (UK) LLP and SVF Investments (UK) Limited is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The principal business address for each of SVF GP (Jersey) Limited and SoftBank Vision Fund LP is Aztec Group House, 11-15 Seaton Place, St. Helier, Jersey JE4 0QH.

(c) Citizenship of each Reporting Person is:

SBIA UK, SVF Holdings (UK) LLP and SVF Investments (UK) Limited are organized under the laws of England and Wales. SVF GP (Jersey) Limited and SoftBank Vision Fund LP are organized under the laws of Jersey.

(d) Title of Class of Securities:

Common shares, par value $ 0.0000000341740141 per share (“Common Shares”).

(e) CUSIP Number:

G76279101

ITEM 3.

Not applicable.

CUSIP No. G76279101 Schedule 13G Page 7 of 10

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of December 31, 2021, based upon 692,012,183 Common Shares outstanding as of December 1, 2021, based on the Issuer’s Prospectus filed with the Securities and Exchange Commission on January 4, 2022.

Reporting Person — SB Investment Advisers (UK) Limited	99,375,586	14.4 %	0	99,375,586	0	99,375,586
SVF GP (Jersey) Limited	99,375,586	14.4 %	0	99,375,586	0	99,375,586
SoftBank Vision Fund LP	99,375,586	14.4 %	0	99,375,586	0	99,375,586
SVF Holdings (UK) LLP	99,375,586	14.4 %	0	99,375,586	0	99,375,586
SVF Investments (UK) Limited	99,375,586	14.4 %	0	99,375,586	0	99,375,586

SVF Investments (UK) Limited is the record holder of the securities reported herein. SVF GP (Jersey) Limited is the general partner of Softbank Vision Fund LP, which is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Investments (UK) Limited.

SBIA UK has been appointed as alternative investment fund manager (“AIFM”) of SoftBank Vision Fund LP. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund LP’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

CUSIP No. G76279101 Schedule 13G Page 8 of 10

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

CUSIP No. G76279101 Schedule 13G Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date : February 14, 2022

SB Investment Advisers (UK) Limited
By:	/s/ Spencer Collins
Name:	Spencer Collins
Title:	General Counsel
SVF GP (Jersey) Limited
By:	/s/ Simon King
Name:	Simon King
Title:	Director
SoftBank Vision Fund LP
By: SB Investment Advisers (UK) Limited, its Manager
By:	/s/ Spencer Collins
Name:	Spencer Collins
Title:	General Counsel
SVF Holdings (UK) LLP
By: SoftBank Vision Fund LP, its Managing Member
By: SB Investment Advisers (UK) Limited, its Manager
By:	/s/ Spencer Collins
Name:	Spencer Collins
Title:	General Counsel
SVF Investments (UK) Limited
By: SVF Holdings (UK) LLP, its Sole Owner
By: SoftBank Vision Fund LP, its Managing Member
By: SB Investment Advisers (UK) Limited, its Manager
By:	/s/ Spencer Collins
Name:	Spencer Collins
Title:	General Counsel

CUSIP No. G76279101 Schedule 13G Page 10 of 10

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement.