Roivant Sciences (ROIV) Form 3 Roivant Sciences / Vivek Ramaswamy 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^*

Ramaswamy Vivek

(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)

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

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	58,409,211(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)(3)	03/31/2026	Common Shares	21,856,138	12.68	D
Stock Option (Right to Buy)	(2)(3)	03/31/2026	Common Shares	1,753,905	13.78	D
Stock Option (Right to Buy)	(2)(3)	03/31/2026	Common Shares	5,915,052	15.85	D
Capped Value Appreciation Rights	(4)(5)	03/31/2026	Common Shares	12,073,846	11.5	D
Capped Value Appreciation Rights	(4)(5)(6)	03/31/2026	Common Shares	9,782,292(6)	6.4	D

Explanation of Responses:

1. Reflects an award of restricted stock covering Common Shares that is fully vested.

2. Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019.

3. 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.

4. 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.

5. 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.

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.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Jo Chen, as Attorney-in-Fact for Vivek Ramaswamy	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).
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