Ramaswamy Vivek 4
4 · Roivant Sciences Ltd. · Filed Dec 29, 2023
Insider Transaction Report
Form 4
Ramaswamy Vivek
10% Owner
Transactions
- Tax Payment
Common Shares
2023-12-27$11.58/sh−133,911$1,550,689→ 54,929,426 total - Exercise/Conversion
Capped Value Appreciation Rights
2023-12-27$11.50/sh−251,538$2,892,687→ 11,570,769 totalExp: 2026-03-31→ Common Shares (1,737 underlying) - Exercise/Conversion
Common Shares
2023-12-27+275,227→ 55,063,337 total - Exercise/Conversion
Capped Value Appreciation Rights
2023-12-27$6.40/sh−611,393$3,912,915→ 7,132,921 totalExp: 2026-03-31→ Common Shares (273,490 underlying)
Footnotes (6)
- [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.
- [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.
- [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]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.
- [F6]Includes an award of restricted stock covering Common Shares that is fully vested.