Royalty Pharma plc — Director's Dealing 2022

Nov 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Royalty Pharma plc (RPRX)
CIK: 0001802768
Period of Report: 2022-11-10

Reporting Person: Lloyd George W. (EVP, Investments & CLO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-10	Class A Ordinary Shares	S	25000	$43.853	Disposed	165000	Indirect
2022-11-10	Class A Ordinary Shares	S	25000	$43.8515	Disposed	355000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-12	LP interests in RPI US Partners 2019, LP	$	G	5889	Disposed		Class A Ordinary Shares (58890)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	495860	Indirect
Class A Ordinary Shares	273960	Indirect
Class A Ordinary Shares	3000	Direct
Class A Ordinary Shares	4011	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LP interests in RPI US Partners 2019, LP	$0.00		Class A Ordinary Shares (2640270)	264027	Indirect
LP interests in RPI US Partners 2019, LP	$0.00		Class A Ordinary Shares (1726800)	172680	Indirect

Footnotes

F1: Class A Ordinary Shares sold pursuant to a 10b5-1 plan.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.64 to $43.95 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $43.94 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: No limited partnership interests in RPI US Partners 2019, LP ("RPI US LP") are being exchanged by the Reporting Person. Each limited partnership interest in RPI US LP ("RPI US LP Interest") may be exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("Holdings"). Each Class B Interest in Holdings so distributed will be exchanged for one Class A Ordinary Share of the Issuer. Any exchanges will be made pursuant to the terms of the Exchange Agreement dated June 16, 2020, among the Issuer, Holdings, RPI US LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value will be paid by the Reporting Person in connection with an exchange.

F5: The Reporting Person made a charitable donation of RPI US LP Interests. No Class A Ordinary Shares or RPI US LP Interests were sold.

F6: Represents RPI US LP Interests. Each RPI US LP Interest can be exchanged for ten Class B Interests in Holdings at any time and for no additional value, which exchange right does not expire until so converted. Upon such exchange, each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged for one Class A Ordinary Share of the Issuer for no additional value.

F7: The Reporting Person has agreed to retain and not sell Class A Ordinary Shares and RPI US LP Interests convertible into Class A Ordinary Shares representing approximately 7,397,096 Class A Ordinary Shares before February 2025 pursuant to an agreement by and between the Reporting Person and RP Management, LLC. This restriction is waivable under certain circumstances.