SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ramaswamy Vivek (Last) (First) (Middle) P.O. BOX 20860 (Street) COLUMBUS OH 43220 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2024	3. Issuer Name and Ticker or Trading Symbol Roivant Sciences Ltd. [ ROIV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	53,431,426	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	03/31/2026	Common Shares	21,856,138	12.68	D
Stock Option (Right to Buy)	(1)	03/31/2026	Common Shares	1,753,905	13.78	D
Stock Option (Right to Buy)	(1)	03/31/2026	Common Shares	5,915,052	15.85	D
Capped Value Appreciation Rights	(2)	03/31/2026	Common Shares	11,570,769	11.5	D

Explanation of Responses:

1. Reflects an award of stock options to purchase Common Shares that is fully vested.

2. Reflects a fully service-vested award of capped value appreciation rights ("CVARs") that, upon achievement of the hurdle price condition based on the hurdle price reflected in column 4 of Table II above on an applicable measurement date, entitle the reporting person 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 hurdle price reflected in column 4 of Table II above (such excess, the "CVAR Amount"). The CVARs will be settled in a number of Common Shares determined by dividing (i) the applicable CVAR Amount by (ii) the fair market value of a Common Share as of the applicable payment date.

Remarks:

The reporting person became a 10% shareholder of the Issuer following the repurchase of Common Shares announced by the Issuer on April 2, 2024 and not through any transaction by the reporting person.

	By: /s/ Stephen Roberts, as Attorney-in-Fact for Vivek Ramaswamy	04/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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GRANT OF LIMITED POWER OF ATTORNEY

I, Vivek Ramaswamy, of Columbus, Ohio, do hereby make, constitute,
and appoint Stephen Roberts, of Alexandria, Virginia, my true and
lawful attorney-in-fact for me and in my name, place, and stead,
and on my behalf, and for my use and benefit authorizing him:

1 To execute in my name any documents required for the receipt,
vesting, or purchase of shares of any equity instruments (to
include common shares, stock options, warrants, grants, and
capped value appreciation rights), and any documents required
for the reporting or acknowledgment of the same; and

2 To execute in my name any documents required to complete
sell-to-cover transactions associated with the transactions
described in Paragraph 1 of this Grant.

This Grant shall continue in effect until I revoke it by separate
written instrument.

/s/ Vivek Ramaswamy
Signature

8/21/2023
Date