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