Royalty Pharma plc — Director's Dealing 2022

Apr 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Royalty Pharma plc (RPRX)
CIK: 0001802768
Period of Report: 2020-06-16

Reporting Person: Legorreta Pablo G. (Director, CEO, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-16	Class A Ordinary Shares	C	493750	—	Acquired	493750	Indirect
2020-10-20	Class A Ordinary Shares	C	428420	—	Acquired	922170	Indirect
2022-04-14	Class A Ordinary Shares	J	462031	—	Disposed	0	Indirect
2022-04-14	Class A Ordinary Shares	J	350000	—	Disposed	63795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-16	ICAI Interests	$0	C	49375	Disposed		Limited Partnership interests in RPI US Partners 2019, LP (49375)	Indirect
2020-06-16	LP interests in RPI US Partners 2019, LP	$0	C	49375	Acquired		Class A Ordinary Shares (493750)	Indirect
2020-06-16	LP interests in RPI US Partners 2019, LP	$0	C	49375	Disposed		Class A Ordinary Shares (493750)	Indirect
2020-10-20	ICAI Interests	$0	C	42842	Disposed		Limited Partnership interests in RPI US Partners 2019, LP (42842)	Indirect
2020-10-20	LP interests in RPI US Partners 2019, LP	$0	C	42842	Acquired		Class A Ordinary Shares (428420)	Indirect
2020-10-20	LP interests in RPI US Partners 2019, LP	$0	C	42842	Disposed		Class A Ordinary Shares (428420)	Indirect
2021-03-23	LP interests in RPI US Partners 2019, LP	$0	J	15947	Acquired		Class A Ordinary Shares (159470)	Indirect
2021-03-23	LP interests in RPI US Partners 2019, LP	$0	J	16012	Acquired		Class A Ordinary Shares (160120)	Indirect
2021-06-30	ICAI Interests	$0	J	73332	Acquired		Limited Partnership interests in RPI US Partners 2019, LP (73332)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	1284590	Indirect
Class A Ordinary Shares	41306	Indirect
Class A Ordinary Shares	10000	Indirect
Class A Ordinary Shares	10000	Indirect
Class A Ordinary Shares	123310	Indirect
Class A Ordinary Shares	118500	Indirect
Class A Ordinary Shares	1040410	Indirect
Class A Ordinary Shares	6930	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
ICAI Interests	$0		Limited Partnership interests in RPI US Partners 2019, LP (815098)	815098	Indirect
LP interests in RPI US Partners 2019, LP	$0		Class A Ordinary Shares (1470140)	147014	Indirect

Footnotes

F1: These Class A Ordinary Shares were received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"), which were themselves received upon conversion of ICAI Interests. Each ICAI Interest was exchanged for limited partnership interest in RPI US LP ("RPI US LP Interest") on a one-for-one basis. Each RPI US LP Interest was then exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("Holdings"). Each Class B Interest in Holdings so distributed was exchanged for one Class A Ordinary Share of the Issuer. This exchange was 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 was paid by the Reporting Person in connection with these exchanges.

F2: Reflects the pro rata distribution from Legorreta Investments II LLC to their respective members for no consideration.

F3: Reflects the exempt transfer pursuant to Rule 16a-13 of certain ICAI Interests, RPI US LP Interests and Class A Ordinary Shares from Legorreta Investments LLC to Legorreta Investments II LLC. As of the filing date, Legorreta Investments LLC has 811,759 ICAI Interests and 460,139 Class A Ordinary Shares.

F4: Reflects shares received in exempt pro rata distribution pursuant to Rule 16a-9(a) from Legorreta Investments II LLC, 413,795 Class A ordinary shares to the Reporting Person directly, 6,930 Class A ordinary shares to the Reporting Person's spouse and 41,306 Class A ordinary shares to the GST-Exempt 2020 Family Trust.

F5: Represents the transfer by the Reporting Person of Class A ordinary shares for no consideration to RP Management Equity Incentive Plan Trust.

F6: These ICAI Interests represent a grant of up to an equivalent number of RPI US LP Interests and expire on December 15, 2023. The full number of RPI US LP Interests is issuable in respect of these ICAI Interests if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.

F7: 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value.

F8: Reflects the automatic transfers of RPI US LP Interests for no consideration from an employee of RP Management, LLC to Legorreta Investments LLC and Legorreta Investments II LLC in connection with a tax withholding event.

F9: Reflects the forfeiture of 67,227 RPI US LP Interests without the payment of any consideration.

F10: Reflects the automatic transfer of ICAI Interests to the Reporting Person for no consideration upon the forfeiture of such ICAI Interests due to the retirement of an employee of RP Management, LLC.

F11: The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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.