QVT Financial LP - Nov 9, 2022 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role: Director, Director by Deputization, 10%+ Owner
Signature: /s/ Meg Eisner
Stock symbol: ROIV
Transactions as of: Nov 9, 2022
Transactions value $: -$26,866,385
Form type: 4
Date filed: 11/14/2022, 08:47 PM
Previous filing: Sep 12, 2022
Next filing: Dec 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIV	Common Shares	Other		-1.2M	-3.01%		38.6M	Nov 9, 2022	Held by QVT Financial Investment Cayman Ltd.	F1, F2, F3
transaction	ROIV	Common Shares	Sale	-$5.19M	-1.09M	-2.83%	$4.75	37.5M	Nov 10, 2022	Held by QVT Financial Investment Cayman Ltd.	F2, F3
transaction	ROIV	Common Shares	Sale	-$8.23M	-1.73M	-4.37%	$4.75	37.9M	Nov 10, 2022	Held by QVT Roiv Hldgs Offshore Ltd.	F2, F4
transaction	ROIV	Common Shares	Sale	-$1.77M	-372K	-2.68%	$4.75	13.5M	Nov 10, 2022	Held by QVT Roiv Hldgs Onshore Ltd.	F2, F4
transaction	ROIV	Common Shares	Sale	-$11M	-2.31M	-7.62%	$4.75	28M	Nov 10, 2022	Held by QVT Deferred Compensation Holdings Ltd.	F2, F3
transaction	ROIV	Common Shares	Sale	-$694K	-146K	-2.6%	$4.75	5.47M	Nov 10, 2022	Held by QVT P&E Roiv Hldgs Ltd.	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Aggregately, following the transactions described above, QVT Financial LP ("QVT"), a Delaware limited partnership, may be deemed to be the beneficial owner of 122,541,536 common shares (the "Shares") of Roivant Sciences Ltd., consisting of the Shares owned by QVT Roiv Hldgs Onshore Ltd. and QVT Roiv Hldgs Offshore Ltd. (together, "QVT Roiv"), Fourth Avenue Capital Partners LP ("Fourth Avenue"), QVT P&E Roiv Hldgs Ltd. ("QVT P&E"), QVT Deferred Compensation Holdings Ltd ("QVT DCH") and QVT Financial Investment Cayman Ltd. ("QVT FIC"). QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT and may be deemed to beneficially own the same number of Shares reported by QVT.
F3	QVT provides certain investment advisory services for, and thereby may be deemed to beneficially own the Shares held by, Fourth Avenue, QVT P&E, QVT DCH and QVT FIC. QVT disclaims beneficial ownership of such Shares, except to the extent of any pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 or for any other purpose.
F4	QVT is the investment manager of QVT Roiv, shares voting and investment control over the Shares held directly by QVT Roiv and therefore may be deemed to beneficially own such Shares. QVT disclaims beneficial ownership of such Shares, except to the extent of any pecuniary interest therein, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 or for any other purpose.