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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 3,024,725(1) | D | |
| Common Shares | 1,657,698(2) | I | By LLC |
| 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) | (3)(4) | 05/19/2029 | Common Shares | 3,657,750 | 10.96 | D | |
| Stock Option (Right to Buy) | (5)(7) | 03/31/2026 | Common Shares | 3,909,306 | 12.68 | D | |
| Stock Option (Right to Buy) | (6)(7) | 05/01/2031 | Common Shares | 1,969,554 | 10 | D | |
| Capped Value Appreciation Rights | (8)(9) | 03/31/2026 | Common Shares | 1,363,711 | 11.5 | D | |
| Capped Value Appreciation Rights | (8)(9)(10) | 03/31/2026 | Common Shares | 2,545,595(10) | 6.4 | D | |
| Explanation of Responses: |
| 1. Reflects an award of restricted stock covering Common Shares that is fully vested. |
| 2. 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. |
| 3. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2019. |
| 4. This award of stock options to purchase Common Shares vests and becomes exercisable (i) 6% on the first anniversary of the vesting commencement date, (ii) an additional 10% on the second anniversary of the vesting commencement date, (iii) an additional 14% on the third anniversary of the vesting commencement date, (iv) an additional 18% on the fourth anniversary of the vesting commencement date, (v) an additional 22% on the fifth anniversary of the vesting commencement date and (vi) an additional 30% on the sixth anniversary of the vesting commencement date, subject to the reporting person's continuous service through each vesting date. |
| 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, 2021. |
| 7. These 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. |
| 8. 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. |
| 9. 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. |
| 10. 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 Mayukh Sukhatme | 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||