SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Venker Eric

(Last)

(First)

(Middle)

C/O ROIVANT SCIENCES LTD.

11-12 ST. JAMES'S SQUARE SUITE 1, 3RD FL

(Street)

LONDON

SW1Y 4L

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2021

3. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,388,993⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾⁽⁸⁾	11/19/2027	Common Shares	260,326	$7.45	D
Stock Option (Right to Buy)	⁽³⁾⁽⁸⁾	05/20/2028	Common Shares	70,702	$7.99	D
Stock Option (Right to Buy)	⁽⁴⁾⁽⁸⁾	05/19/2029	Common Shares	292,620	$10.96	D
Stock Option (Right to Buy)	⁽⁵⁾⁽⁸⁾	03/31/2026	Common Shares	1,181,883	$15.85	D
Stock Option (Right to Buy)	⁽⁶⁾⁽⁸⁾	05/19/2030	Common Shares	438,930	$13.07	D
Stock Option (Right to Buy)	⁽⁷⁾⁽⁸⁾	05/01/2031	Common Shares	1,969,557	$10	D

Explanation of Responses:

1. Includes (i) an award of 438,930 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2020 and (ii) an award of 950,063 RSUs with a vesting commencement date of May 20, 2021. These awards of RSUs service-vest (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date.

2. Award of stock options to purchase Common Shares with a vesting commencement date of October 16, 2017.

3. Award of stock options to purchase Common Shares with a vesting commencement date of May 21, 2018.

4. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019.

5. Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.

6. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2020.

7. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021.

8. Awards of stock options to purchase Common Shares vest and become exercisable (i) 25% on the first anniversary of the applicable vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Jo Chen, as Attorney-in-Fact for Eric Venker	10/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.