Form 4 for ROIV Roivant Sciences Ltd.
Accepted 2023-05-31 00:00:00 ET · period of report 2023-05-27 · accession 0001140361-23-027616 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-05-31 | 2023-05-31 | ROIV | Gline Matthew | CEO, Dir | J - Other | $9.09 | -30.3K | 1.06M | -3% | -$275.1K |
| D | 2023-05-31 | 2023-05-27 | ROIV | Gline Matthew | CEO, Dir | M - OptEx | — | +53.3K | 1.09M | +5% | — |
| D | 2023-05-31 | 2023-05-27 | ROIV | Gline Matthew | CEO, Dir | M - OptEx | $6.40 | -170.5K | 1.19M | -13% | -$1.09M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2023-05-31 | J | D | 30,266 | $9.09 | 1,061,268 | D | — | — | (F3) The price reported in this column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.95 to $9.31, 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 (3) to this Form 4. |
| 2 | Common | Common Shares | 2023-05-27 | M | A | 53,281 | — | 1,091,534 | D | — | — | (F1) Reflects the conversion of 170,464 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 hurdle price of $6.40 per share (such excess, the "CVAR Amount"). On May 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 53,281 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on May 26, 2023. |
| 3 | Derivative | Capped Value Appreciation Rights | 2023-05-27 | M | D | 170,464 | $6.40 | 1,193,247 | D | — · — to 2026-03-31 | 53,281 Common Shares | (F1) Reflects the conversion of 170,464 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 hurdle price of $6.40 per share (such excess, the "CVAR Amount"). On May 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 53,281 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on May 26, 2023. (F4) 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. |