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