Dexcel Pharma Technologies Form 4 Roivant Sciences / Dan Oren ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dexcel Pharma Technologies Ltd.

(Last)

(First)

(Middle)

21 NAHUM HAFTZADI STREET

(Street)

JERUSALEM

9548402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/22/2022		P		31,685⁽¹⁾	A⁽¹⁾	$3.8289⁽²⁾⁽⁴⁾	98,840,843	D
Common Shares	04/25/2022		P		8,600⁽¹⁾	A⁽¹⁾	$3.9111⁽³⁾⁽⁴⁾	98,849,443	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Dexcel Pharma Technologies Ltd.

(Last)

(First)

(Middle)

21 NAHUM HAFTZADI STREET

(Street)

JERUSALEM

9548402

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Dexxon Holdings Ltd.

(Last)

(First)

(Middle)

1 DEXCEL STREET

(Street)

OR AKIVA

3060000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oren Dan

(Last)

(First)

(Middle)

1 DEXCEL STREET

(Street)

OR AKIVA

3060000

(City)

(State)

(Zip)

Explanation of Responses:

1. Dexcel Pharma Technologies Ltd. ("Dexcel") is the direct beneficial holder of 684,130 common shares. Dexxon Holding Ltd. ("Dexxon") is the direct beneficial holder of 98,165,313 common shares. Dan Oren is the Executive Chairman of Dexcel and the sole director of Dexxon and is ultimately the sole shareholder of each entity.

2. The price reported in Column 4 is the weighted average price. The common shares were purchased in multiple transactions at prices ranging from $3.685 to $3.88.

3. The price reported in Column 4 is the weighted average price. The common shares were purchased in multiple transactions at prices ranging from $3.825 to $3.99.

4. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

	/s/ Dexcel Pharma Technologies Ltd. by Dan Oren, Executive Chairman	04/26/2022
	/s/ Dexxon Holdings Ltd. by Dan Oren, Director	04/26/2022
	/s/ Dan Oren	04/26/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Dexcel Pharma Technologies Form 4Roivant Sciences / Dan Oren ownership change