Form 4 for ROIV Roivant Sciences Ltd.
Accepted 2023-09-29 00:00:00 ET · period of report 2023-09-27 · accession 0001140361-23-046108 · 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 | 2023-09-29 | 2023-09-28 | ROIV | Gline Matthew | CEO, Dir | J - Other | $12.67 | -10.2K | 1.04M | -1.0% | -$129.8K |
| D | 2023-09-29 | 2023-09-27 | ROIV | Gline Matthew | CEO, Dir | M - OptEx | — | +17.8K | 1.05M | +2% | — |
| DM | 2023-09-29 | 2023-09-27 | ROIV | Gline Matthew | CEO, Dir | M - OptEx | $9.59 | -75.8K | 1.16M | -6% | -$726.4K |
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 | 2023-09-28 | J | D | 10,243 | $12.67 | 1,041,240 | D | — | — | (F5) 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. |
| 2 | Common | Common Shares | 2023-09-27 | M | A | 17,762 | — | 1,051,483 | D | — | — | (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 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. (F3) 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. |
| 3 | Derivative | Capped Value Appreciation Rights | 2023-09-27 | M | D | 47,351 | $11.50 | 2,225,501 | D | — · — to 2026-03-31 | 4,236 Common Shares | (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"). (F6) 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. (F3) 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. |
| 4 | Derivative | Capped Value Appreciation Rights | 2023-09-27 | M | D | 28,411 | $6.40 | 1,164,836 | D | — · — to 2026-03-31 | 13,526 Common Shares | (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"). (F6) 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. (F2) 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. (F7) 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. |