0001140361-24-017374.txt : 20240402 0001140361-24-017374.hdr.sgml : 20240402 20240402210033 ACCESSION NUMBER: 0001140361-24-017374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240330 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sukhatme Mayukh CENTRAL INDEX KEY: 0001750050 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40782 FILM NUMBER: 24816636 MAIL ADDRESS: STREET 1: C/O UOVANT SCIENCES, INC. STREET 2: 5151 CALIFORNIA AVENUE, SUITE 250 CITY: IRVINE STATE: CA ZIP: 92617 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Roivant Sciences Ltd. CENTRAL INDEX KEY: 0001635088 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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 FORM 4 X0508 4 2024-03-30 0001635088 Roivant Sciences Ltd. ROIV 0001750050 Sukhatme Mayukh C/O ROIVANT SCIENCES LTD. 7TH FLOOR, 50 BROADWAY LONDON X0 SW1H 0DB UNITED KINGDOM true true Pres&Chief Investment Officer true Common Shares 2024-03-30 4 M 0 729081 A 4018196 D Common Shares 2024-03-30 4 F 0 366211 10.54 D 3651985 D Common Shares 1657698 I By LLC Capped Value Appreciation Rights 2024-03-30 4 M 0 1856163 6.4 D 2026-03-31 Common Shares 729081 0 D 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"). On March 30, 2024, the "knock-in" condition (as defined below) and hurdle price applicable to the remaining 1,856,163 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 729,081 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 28, 2024. Includes an award of restricted stock covering Common Shares that is fully vested. Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. Reflects an award of restricted stock covering Common Shares ("RSAs") that is fully vested. The award of RSAs is held by a limited liability company (the "LLC") that is owned by a family trust (the "Trust"). The reporting person has investment control over both the LLC and the Trust. The reporting person disclaims beneficial ownership of the reported securities held by the LLC except to the extent of his pecuniary interest therein. This award of CVARs vested (i) 25% on the first anniversary of the vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date, with a vesting commencement date of December 27, 2019. By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme 2024-04-02