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SEC FORM 4 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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X
 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*
Sumitomo Chemical Co., Ltd.
(Last) (First) (Middle)
TOKYO NIHOMBASHI TOWER
7-1, NIHONBASHI 2-CHOME
(Street)
CHUO-KU, TOKYO M0 103-6020
(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)
06/22/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Shares 06/22/2023 S(1) 15,116,277 D $8.6 71,251,083 I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sumitomo Chemical Co., Ltd.
(Last) (First) (Middle)
TOKYO NIHOMBASHI TOWER
7-1, NIHONBASHI 2-CHOME
(Street)
CHUO-KU, TOKYO M0 103-6020
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sumitomo Pharma Co., Ltd.
(Last) (First) (Middle)
6-8 DOSHOMACHI 2-CHOME
(Street)
CHUO-KU, OSAKA M0 541-0045
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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)
Sumitomo Pharma Co., Ltd., By: /s/ Yutaka Wakemi, Name: Yutaka Wakemi, Title: Senior Director, Global Strategy 06/26/2023
Sumitomo Chemical Co., Ltd., By: /s/ Jeremy Cleveland, as Attorney-in-Fact 06/26/2023
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby constitutes
and appoints Jeremy Cleveland, signing singly and with full power of
substitution and resubstitution, the undersigned's true and lawful attorney-in-
fact to:

     (1)     execute for and on behalf of each of the undersigned, in the
undersigned's capacity as an executive officer or director of Sumitomo Chemical
Co., Ltd. (the "Company"), Forms 4, including any amendments thereto, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (the "Exchange Act"), solely with respect to
the sale of securities of Roivant Sciences Ltd. (the "Securities");

     (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 4, including any amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or
similar authority, solely with respect to the Securities; and

     (3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Exchange Act.

     This Power of Attorney shall remain in full force and effect until
August 30, 2023, when it shall automatically expire, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.


                           [Signature page to follow]


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of June, 2023.

                                        Sumitomo Chemical Co., Ltd.

                                        By: /s/ Takeo Kitayama
                                            ------------------------------------
                                            Name:  Takeo Kitayama
                                            Title: Executive Manager
                                                   General Manager
                                                   Corporate Planning Office