SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RIGGS RORY B
(Last) (First) (Middle)
C/O ROYALTY PHARMA PLC
110 E. 59TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 09/28/2021 S 40,000 D $36.7522(1) 639,760 D
Class A Ordinary Shares 09/29/2021 S 24,648 D $36.5022(2) 615,112 D
Class A Ordinary Shares 09/29/2021 J(3) 2,334 A (4) 617,446 D
Class A Ordinary Shares 09/29/2021 J(5) 5,299 A (4) 622,745 D
Class A Ordinary Shares 09/29/2021 J(6) 8,641 A (4) 631,386 D
Class A Ordinary Shares 09/29/2021 S 34,604 D $36.3144(7) 899,306 I By New Ventures Select
Class A Ordinary Shares 09/29/2021 J(8) 109,814 D (8) 789,492 I By New Ventures Select
Class A Ordinary Shares 09/29/2021 S 22,173 D $36.3144(7) 3,429,085 I By New Ventures I LLC
Class A Ordinary Shares 09/29/2021 J(9) 511,727 D (9) 2,917,358 I By New Ventures I LLC
Class A Ordinary Shares 09/29/2021 S 7,000 D $36.6673(10) 2,074,540 I By New Ventures III LLC
Class A Ordinary Shares 09/29/2021 J(11) 314,886 D (11) 1,759,654 I By New Ventures III LLC
Class A Ordinary Shares 15,000 I By Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LP interests in RPI US Partners 2019, LP (12) 09/10/2021 G(13) V 7,692 (14) (14) Class A Ordinary Shares 76,920 $0.00 534,059 D
Explanation of Responses:
1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.58 to $36.96 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.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.15 to $36.87 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
3. Pro rata distribution from New Ventures Select, of which the Reporting Person has voting and investment control.
4. Pro rata distribution from a limited liability company of which the Reporting Person is a member.
5. Pro rata distribution from New Ventures I LLC, of which the Reporting Person has voting and investment control.
6. Pro rata distribution from New Ventures III LLC, of which the Reporting Person has voting and investment control.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.25 to $36.50 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.
8. New Ventures Select distributed these shares to its members on a pro rata basis, for no consideration.
9. New Ventures I LLC distributed these shares to its members on a pro rata basis, for no consideration.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.62 to $36.75 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.
11. New Ventures III LLC distributed these shares to its members on a pro rata basis, for no consideration.
12. 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.
13. The Reporting Person made a charitable donation of RPI US LP Interests. No Class A Ordinary Shares or RPI US LP Interests were sold.
14. 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.
Remarks:
/s/ Jason Mehar, as Attorney-in-Fact for Rory B. Riggs 09/30/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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