Royalty Pharma plc — Director's Dealing 2022

May 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Royalty Pharma plc (RPRX)
CIK: 0001802768
Period of Report: 2022-05-11

Reporting Person: Urist Marshall (EVP, Research & Investments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-11	Class A Ordinary Shares	C	70000	$0.00	Acquired	70000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-11	LP interests in RPI US Partners 2019, LP	$0.00	C	7000	Disposed		Class A Ordinary Shares (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	19020	Indirect

Footnotes

F1: These Class A Ordinary Shares will be received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"). Each limited partnership interest in RPI US LP ("RPI US LP Interest") will 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. This exchange 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 the exchange.

F2: 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.

F3: The Reporting Person has agreed to retain and not sell 198,594 RPI US LP Interests convertible into 1,985,940 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.