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 |
|
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)
|
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 | 177,574(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 | 43,893 | $5.12 | D | |
Stock Option (Right to Buy) | (2) | 05/19/2026 | Common Shares | 58,524 | $3.97 | D | |
Stock Option (Right to Buy) | (2) | 05/21/2027 | Common Shares | 105,726 | $6.48 | D | |
Stock Option (Right to Buy) | (3)(6) | 03/31/2026 | Common Shares | 90,914 | $12.68 | D | |
Stock Option (Right to Buy) | (3)(6) | 03/31/2026 | Common Shares | 272,742 | $15.85 | D | |
Stock Option (Right to Buy) | (4)(6) | 05/19/2030 | Common Shares | 58,550 | $13.07 | D | |
Stock Option (Right to Buy) | (5)(6) | 05/01/2031 | Common Shares | 85,603 | $10 | D | |
Capped Value Appreciation Rights | (7)(8) | 03/31/2026 | Common Shares | 90,914 | $11.5 | D |
Explanation of Responses: |
1. Includes (i) an award of 20,530 restricted stock units with respect to Common Shares ("RSUs") with a vesting commencement date of May 20, 2019, (ii) an award of 38,271 RSUs with a vesting commencement date of May 20, 2020, (iii) an award of 90,006 RSUs with a vesting commencement date of May 20, 2021 and (iv) an award of 28,767 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 December 27, 2019. |
4. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2020. |
5. Award of stock options to purchase Common Shares with a vesting commencement date of May 20, 2021. |
6. 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. |
7. 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. |
8. 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 Rakhi Kumar | 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. |