Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Roivant Sciences Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
G76279101 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G76279101 |
| 1 | Names of Reporting Persons
Ramaswamy Vivek | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,956,522.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on an aggregate of 713,549,458 common shares issued and outstanding as of February 6, 2025 based on (i) 713,549,458 common shares issued and outstanding as of February 6, 2025, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended December 31, 2024, as filed with the Securities and Exchange Commission on February 10, 2025, (ii) 29,525,095 common shares underlying Options held by Mr. Ramaswamy that are subject to vesting and settlement within 60 days of December 31, 2024, and are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i), and (iii) 13,357,857 common shares held by Mr. Ramaswamy's spouse, received via intrafamily transfer for estate planning purposes, as reported on a Form 4 filed 1/27/2025. Filer made a disposition of shares after the close of the reporting period, as reported on a Form 4 filed May 8, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Roivant Sciences Ltd. | |
| (b) | Address of issuer's principal executive offices:
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM11, BERMUDA, HM11 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment to Schedule 13G (the "Amendment") is being filed by Vivek Ramaswamy (the "Reporting Person") | |
| (b) | Address or principa
l business office or, if none, residence:
c/o Steve Roberts, Lex Politica PLLC, 853 New Jersey Ave., Ste 200-231, Washington, DC 200003 | |
| (c) | Citizenship:
See row 4 of the cover page to this Amendment. | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
G76279101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
82,956,522 common shares, consisting of (i) 40,073,570 RSAs covering common shares, (ii) 29,525,095 common shares underlying Options, and (iii) 13,357,857 common shares held by spouse. | |
| (b) | Percent of class:
11.63% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
69,598,665 common shares consisting of (i) 40,073,570 RSAs covering common shares, and (ii) 29,525,095 common shares underlying Options held by Mr. Ramaswamy that are subject to vesting and settlement within 60 days of December 31, 2024, and are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). Filer made a disposition of shares after the close of the reporting period, as reported on a Form 4 filed May 8, 2025. | ||
| (ii) Shared power to vote or to direct the vote:
13,357,857 common shares held by Mr. Ramaswamy's spouse, received via intrafamily transfer for estate planning purposes, as reported on a Form 4 filed 1/27/2025 | ||
| (iii) Sole power to dispose or to direct the disposition of:
69,598,665 common shares consisting of (i) 40,073,570 RSAs covering common shares, and (ii) 29,525,095 common shares underlying Options held by Mr. Ramaswamy that are subject to vesting and settlement within 60 days of December 31, 2024, and are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). Filer made a disposition of shares after the close of the reporting period, as reported on a Form 4 filed May 8, 2025. | ||
| (iv) Shared power to dispose or to direct the disposition of:
13,357,857 common shares held by Mr. Ramaswamy's spouse, received via intrafamily transfer for estate planning purposes, as reported on a Form 4 filed 1/27/2025 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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