Roivant Sciences (ROIV) Form 3 Roivant Sciences / Benjamin Zimmer ownership change

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^*

Zimmer Benjamin

(Last) (First) (Middle)

C/O ROIVANT SCIENCES LTD.

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

(Street)

LONDON X0 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, Roivant Health

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	1,167,491(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	12/29/2025	Common Shares	1,185	5.12	D
Stock Option (Right to Buy)	(2)	05/19/2026	Common Shares	4,424	3.97	D
Stock Option (Right to Buy)	(3)(8)	05/19/2029	Common Shares	1,463,100	10.96	D
Stock Option (Right to Buy)	(4)(8)	03/31/2026	Common Shares	181,828	12.68	D
Stock Option (Right to Buy)	(5)(8)	03/31/2026	Common Shares	422,967	13.78	D
Stock Option (Right to Buy)	(6)(8)	05/19/2030	Common Shares	614,502	13.07	D
Stock Option (Right to Buy)	(7)(8)	05/01/2031	Common Shares	731,549	10	D
Capped Value Appreciation Rights	(9)(10)	03/31/2026	Common Shares	181,828	11.5	D

Explanation of Responses:

1. Includes (i) an award of 731,550 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2019, (ii) an award of 266,017 RSUs with a vesting commencement date of May 20, 2021 and (iii) an award of 169,924 shares of restricted stock covering Common Shares ("RSAs"). The 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. The award of RSAs is fully vested.

2. Award of stock options to purchase Common Shares that is fully vested.

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

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

9. Reflects an award of capped value appreciation rights ("CVARs") that entitle the reporting person 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 4 of Table II above (such excess, the "CVAR Amount"). The CVARs will be settled in a number of Common Shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a Common Share as of the applicable payment date.

10. These awards of CVARs vest (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.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Jo Chen, as Attorney-in-Fact for Benjamin Zimmer	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.
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