0001140361-23-046108.txt : 20230929
0001140361-23-046108.hdr.sgml : 20230929
20230929213037
ACCESSION NUMBER: 0001140361-23-046108
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230927
FILED AS OF DATE: 20230929
DATE AS OF CHANGE: 20230929
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gline Matthew
CENTRAL INDEX KEY: 0001750094
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40782
FILM NUMBER: 231297429
MAIL ADDRESS:
STREET 1: C/O UROVANT 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]
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
X0508
4
2023-09-27
0001635088
Roivant Sciences Ltd.
ROIV
0001750094
Gline Matthew
C/O ROIVANT SCIENCES LTD.
7TH FLOOR, 50 BROADWAY
LONDON
X0
SW1H 0DB
UNITED KINGDOM
true
true
CEO
false
Common Shares
2023-09-27
4
M
0
17762
A
1051483
D
Common Shares
2023-09-28
4
J
0
10243
12.67
D
1041240
D
Capped Value Appreciation Rights
2023-09-27
4
M
0
28411
6.4
D
2026-03-31
Common Shares
13526
1164836
D
Capped Value Appreciation Rights
2023-09-27
4
M
0
47351
11.5
D
2026-03-31
Common Shares
4236
2225501
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 September 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 28,411 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 13,526 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
On September 27, 2023, the hurdle price applicable to 47,351 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 4,236 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on September 27, 2023.
Represents the sale of Common Shares pursuant to a "sell-to-cover" transaction in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. This sale was effected pursuant to the issuer's "sell to cover" policy and does not represent a discretionary sale by the reporting person.
The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.25 to $13.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
This award of CVARs vests (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.
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.
By: /s/ Jo Chen, as Attorney-in-Fact for Matthew Gline
2023-09-29