Form 4 for ROIV Roivant Sciences Ltd.
Accepted 2023-12-29 00:00:00 ET · period of report 2023-12-27 · accession 0001140361-23-060295 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DT | 2023-12-29 | 2023-12-27 | ROIV | Ramaswamy Vivek | 10% | F - Tax | $11.58 | -133.9K | 54.93M | -0.2% | -$1.55M |
| DT | 2023-12-29 | 2023-12-27 | ROIV | Ramaswamy Vivek | 10% | M - OptEx | — | +275.2K | 55.06M | +0.5% | — |
| DMT | 2023-12-29 | 2023-12-27 | ROIV | Ramaswamy Vivek | 10% | M - OptEx | $7.89 | -862.9K | 7.13M | -11% | -$6.81M |
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 | 2023-12-27 | F | D | 133,911 | $11.58 | 54,929,426 | D | — | — | (F6) Includes an award of restricted stock covering Common Shares that is fully vested. |
| 2 | Common | Common Shares | 2023-12-27 | M | A | 275,227 | — | 55,063,337 | D | — | — | (F3) On December 27, 2023, the hurdle price applicable to 251,538 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 1,737 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023. (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 December 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 611,393 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 273,490 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023. (F6) Includes an award of restricted stock covering Common Shares that is fully vested. |
| 3 | Derivative | Capped Value Appreciation Rights | 2023-12-27 | M | D | 251,538 | $11.50 | 11,570,769 | D | — · — to 2026-03-31 | 1,737 Common Shares | (F3) On December 27, 2023, the hurdle price applicable to 251,538 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 1,737 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023. (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"). |
| 4 | Derivative | Capped Value Appreciation Rights | 2023-12-27 | M | D | 611,393 | $6.40 | 7,132,921 | D | — · — to 2026-03-31 | 273,490 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"). (F2) On December 27, 2023, the "knock-in" condition (as defined below) and hurdle price applicable to 611,393 of these vested CVARs have been satisfied and, accordingly, the CVARs were settled into 273,490 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023. (F5) 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. |