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Royalty Pharma plc Director's Dealing 2023

Feb 11, 2023

30286_dirs_2023-02-10_ff4131a0-ca40-4aec-92c0-4dca96eefe9a.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Royalty Pharma plc (RPRX)
CIK: 0001802768
Period of Report: 2022-12-31

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

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 150640 Disposed Class A Ordinary Shares (1506400) Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
LP interests in RPI US Partners 2019, LP $0.00 Class A Ordinary Shares (28623630) 2862363 Indirect
LP interests in RPI US Partners 2019, LP $0.00 Class A Ordinary Shares (1470140) 147014 Indirect

Footnotes

F1: 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.

F2: The Reporting Person made a charitable donation of RPI US LP Interests. No Class A Ordinary Shares or RPI US LP Interests were sold.

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.

F4: 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.