Sumitomo Chemical Co., Ltd. - Jun 22, 2023 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role: 10%+ Owner
Signature: Sumitomo Pharma Co., Ltd., By: /s/ Yutaka Wakemi, Name: Yutaka Wakemi, Title: Senior Director, Global Strategy
Stock symbol: ROIV
Transactions as of: Jun 22, 2023
Transactions value $: -$129,999,982
Form type: 4
Date filed: 6/26/2023, 04:05 PM
Previous filing: Mar 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ROIV	Common Shares	Sale	-$130M	-15.1M	-17.5%	$8.60	71.3M	Jun 22, 2023	See footnote	F1, F2

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

Sumitomo Chemical Co., Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The sale reported on this Form 4 was effected pursuant to a privately negotiated transaction between Sumitomo Pharma Co., Ltd. (formerly Sumitomo Dainippon Pharma Co., Ltd.) ("Sumitomo Pharma") and four purchasers. In connection with the transaction, Sumitomo Pharma entered into a customary lock-up agreement with Roivant Sciences Ltd. ("Roivant") covering the common shares that continue to be beneficially owned by Sumitomo Pharma following the transaction, which lock-up agreement is effective through February 29, 2024.The buyers also entered into customary lock-up agreements with Roivant covering the common shares acquired in the transaction, which lock-up agreements are effective through February 29, 2024.
F2	Sumitomo Pharma directly owns 71,251,083 Common Shares. Sumitomo Pharma is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo"). Sumitomo may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitomo Pharma owns. Sumitomo disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein.

Content

The sale reported on this Form 4 was effected pursuant to a privately negotiated transaction between Sumitomo Pharma Co., Ltd. (formerly Sumitomo Dainippon Pharma Co., Ltd.) ("Sumitomo Pharma") and four purchasers. In connection with the transaction, Sumitomo Pharma entered into a customary lock-up agreement with Roivant Sciences Ltd. ("Roivant") covering the common shares that continue to be beneficially owned by Sumitomo Pharma following the transaction, which lock-up agreement is effective through February 29, 2024.The buyers also entered into customary lock-up agreements with Roivant covering the common shares acquired in the transaction, which lock-up agreements are effective through February 29, 2024.

Sumitomo Pharma directly owns 71,251,083 Common Shares. Sumitomo Pharma is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo"). Sumitomo may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitomo Pharma owns. Sumitomo disclaims beneficial ownership of such reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 24.1 - Power of Attorney (Sumitomo)