Mayukh Sukhatme - 30 Mar 2024 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role
Pres&Chief Investment Officer, Director
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme
Issuer symbol
ROIV
Transactions as of
30 Mar 2024
Transactions value $
-$15,739,307
Form type
4
Filing time
02 Apr 2024, 21:00:33 UTC
Previous filing
29 Dec 2023
Next filing
30 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise +729,081 +22% 4,018,196 30 Mar 2024 Direct F1, F2, F3
transaction ROIV Common Shares Tax liability -$3,859,863 -366,211 -9.1% $10.54 3,651,985 30 Mar 2024 Direct F4
holding ROIV Common Shares 1,657,698 30 Mar 2024 By LLC F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROIV Capped Value Appreciation Rights Options Exercise -$11,879,443 -1,856,163 -100% $6.4 0 30 Mar 2024 Common Shares 729,081 Direct F1, F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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").
F2 On March 30, 2024, the "knock-in" condition (as defined below) and hurdle price applicable to the remaining 1,856,163 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 729,081 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 28, 2024.
F3 Includes an award of restricted stock covering Common Shares that is fully vested.
F4 Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs.
F5 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.
F6 This award of CVARs vested (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.