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Filing Details

Accession Number:: 0000899243-22-035816
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-14 21:44:41
Reporting Period:: 2022-11-09

Accepted Time:: 2022-11-14 21:44:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1635088	Roivant Sciences Ltd.	ROIV	Pharmaceutical Preparations (2834)	981173944

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1832142	Allen Daniel Gold	C/O Roivant Sciences Ltd. 7Th Floor, 50 Broadway London X0 SW1H 0DB		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2022-11-09	1,196,200	$0.00	38,582,314	No	4	J	Indirect	Held by QVT Financial Investment Cayman Ltd.
Common Shares	Disposition	2022-11-10	750,000	$0.00	52,142	No	4	G	Direct
Common Shares	Disposition	2022-11-10	1,092,355	$4.75	37,489,959	No	4	S	Indirect	Held by QVT Financial Investment Cayman Ltd.
Common Shares	Disposition	2022-11-10	1,733,577	$4.75	37,925,362	No	4	S	Indirect	Held by QVT Roiv Hldgs Offshore Ltd.
Common Shares	Disposition	2022-11-10	372,427	$4.75	13,535,929	No	4	S	Indirect	Held by QVT Roiv Hldgs Onshore Ltd.
Common Shares	Disposition	2022-11-10	2,311,643	$4.75	28,010,344	No	4	S	Indirect	Held by QVT Deferred Compensation Holdings Ltd.
Common Shares	Disposition	2022-11-10	146,079	$4.75	5,470,181	No	4	S	Indirect	Held by QVT P&E Roiv Hldgs Ltd.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	Held by QVT Financial Investment Cayman Ltd.
No	4	G	Direct
No	4	S	Indirect	Held by QVT Financial Investment Cayman Ltd.
No	4	S	Indirect	Held by QVT Roiv Hldgs Offshore Ltd.
No	4	S	Indirect	Held by QVT Roiv Hldgs Onshore Ltd.
No	4	S	Indirect	Held by QVT Deferred Compensation Holdings Ltd.
No	4	S	Indirect	Held by QVT P&E Roiv Hldgs Ltd.

Footnotes

Shares were distributed in-kind to certain shareholders of QVT FIC (as defined below) who subsequently gifted the shares to charitable foundations, each of which is subject to a lock-up.
The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these Common Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Shares for purposes of Section 16 or for any other purpose.
The reporting person is one of three directors of QVT Financial Investment Cayman Ltd. ("QVT FIC"), sharing voting and investment control over the Common Shares held directly by QVT FIC.
Reporting Person received these shares in the distribution described in (1) above which is exempted under 16a-13 as a change in form of beneficial ownership and subsequently gifted them to a charitable foundation, which is subject to a lock-up.
The amount of securities owned after the reported transaction reflects an annual award of restricted stock units with respect to Common Shares ("RSUs") granted pursuant to the Company's 2021 Equity Incentive Plan and the Company's Non-Employee Director Compensation Policy. The award of RSUs is scheduled to vest 100% on September 15, 2023, subject generally to the reporting person's continuous service through such date.
QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. ("QVT Roiv"), and shares voting and investment control over the Common Shares held directly by QVT Roiv. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. The reporting person is a Managing Member of QVT Financial GP, sharing voting and investment control over the Common Shares held directly by QVT Roiv and may be deemed to beneficially own such Common Shares.
The reporting person is one of two directors of QVT P&E Roiv Hldgs Ltd. ("QVT P&E") and QVT Deferred Compensation Holdings Ltd ("QVT DCH"), sharing voting and investment control over the Common Shares held directly by QVT P&E and QVT DCH.