SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ramaswamy Vivek

(Last)

(First)

(Middle)

PO BOX 20860

(Street)

COLUMBUS

43220

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/27/2023		M⁽¹⁾⁽²⁾⁽³⁾		119,534	A	⁽¹⁾⁽²⁾⁽³⁾	54,850,057⁽⁷⁾	D
Common Shares	09/28/2023		J⁽⁴⁾		61,947	D	$12.67⁽⁵⁾	54,788,110⁽⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Capped Value Appreciation Rights	⁽¹⁾⁽²⁾⁽⁶⁾	09/27/2023		M			203,798⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	03/31/2026	Common Shares	97,031⁽¹⁾⁽²⁾	$6.4⁽¹⁾⁽²⁾⁽⁶⁾	7,744,314⁽⁶⁾	D
Capped Value Appreciation Rights	⁽¹⁾⁽³⁾	09/27/2023		M			251,539⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	03/31/2026	Common Shares	22,503⁽¹⁾⁽³⁾	$11.5⁽¹⁾⁽³⁾	11,822,307	D

Explanation of Responses:

1. Reflects the conversion of 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 applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount").

2. On September 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 203,798 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 97,031 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.

3. On September 27, 2023, the hurdle price applicable to 251,539 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 22,503 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.

4. 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.

5. The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $13.20, 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 (5) to this Form 4.

6. 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.

7. Includes an award of restricted stock covering Common Shares that is fully vested.

	By: /s/ Steve Roberts, as Attorney-in-Fact for Vivek Ramaswamy	09/29/2023
	** 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 4 (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).
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