0001140361-23-027615.txt : 20230531
0001140361-23-027615.hdr.sgml : 20230531
20230531213035
ACCESSION NUMBER: 0001140361-23-027615
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230527
FILED AS OF DATE: 20230531
DATE AS OF CHANGE: 20230531
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ramaswamy Vivek
CENTRAL INDEX KEY: 0001635075
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40782
FILM NUMBER: 23982846
MAIL ADDRESS:
STREET 1: C/O ONCORE BIOPHARMA, INC.
STREET 2: 3805 OLD EASTON ROAD
CITY: DOYLESTOWN
STATE: PA
ZIP: 18902
FORMER NAME:
FORMER CONFORMED NAME: Ramasawamy Vivek
DATE OF NAME CHANGE: 20150226
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Roivant Sciences Ltd.
CENTRAL INDEX KEY: 0001635088
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 981173944
STATE OF INCORPORATION: D0
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: CLARENDON HOUSE, 2 CHURCH STREET
CITY: HAMILTON HM11
STATE: D0
ZIP: HM11
BUSINESS PHONE: 441-295-5950
MAIL ADDRESS:
STREET 1: CLARENDON HOUSE
STREET 2: 2 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM11
4
1
form4.xml
X0407
4
2023-05-27
0001635088
Roivant Sciences Ltd.
ROIV
0001635075
Ramaswamy Vivek
PO BOX 20860
COLUMBUS
OH
43220
true
false
Common Shares
2023-05-27
4
M
0
382203
A
54791414
D
Common Shares
2023-05-31
4
J
0
189947
9.09
D
54601467
D
Capped Value Appreciation Rights
2023-05-27
4
M
0
1222787
6.4
D
2026-03-31
Common Shares
382203
8559505
D
Reflects the conversion of 1,222,787 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 May 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 382,203 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on May 26, 2023.
Represents the sale of Common Shares pursuant to a "sell-to-cover" transaction in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. This sale was effected pursuant to the issuer's "sell to cover" policy and does not represent a discretionary sale by the reporting person.
The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.95 to $9.31, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
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.
Includes an award of restricted stock covering Common Shares that is fully vested.
/s/ Vivek Ramaswamy
2023-05-31