Royalty Pharma plc — Director's Dealing 2023

Nov 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Royalty Pharma plc (RPRX)
CIK: 0001802768
Period of Report: 2023-11-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-13	Class A Ordinary Shares	C	50000	—	Acquired	80000	Indirect
2023-11-13	Class A Ordinary Shares	C	100000	—	Acquired	220000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-13	LP interests in RPI US Partners 2019, LP	$0	C	5000	Disposed		Class A Ordinary Shares (50000)	Indirect
2023-11-13	LP interests in RPI US Partners 2019, LP	$0	C	10000	Disposed		Class A Ordinary Shares (100000)	Indirect

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		Class A Ordinary Shares (81730)	8173	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: 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 4,573,096 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.

F3: 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.