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*
Legorreta Pablo G.

(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 X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020
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 06/18/2020 P 10,000 A $28 10,000 I By Child
Class A Ordinary Shares 06/18/2020 P 10,000 A $28 10,000 I By Child
Class A Ordinary Shares 06/18/2020 C(1)(2) 123,310 A $0(1) 123,310 I By IRRA
Class A Ordinary Shares 06/18/2020 C(1)(2) 118,500 A $0(1) 118,500 I By SEP/IRA
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 $0 06/15/2020 A(3) 942,738 (4) (4) Class A Ordinary Shares 9,427,380 $0 942,738(5) I By Legorreta Investments LLC
LP interests in RPI US Partners 2019, LP $0 06/15/2020 A(3) 112,156 (4) (4) Class A Ordinary Shares 1,121,560 $0 112,156(6) I By Legorreta Children 2002 Trust
LP interests in RPI US Partners 2019, LP $0 06/15/2020 A(3) 138,479 (4) (4) Class A Ordinary Shares 1,384,790 $0 138,479(7) I By GST-Exempt Legorreta 2012 Family Trust
LP interests in RPI US Partners 2019, LP $0 06/15/2020 A(3) 4,868,033 (4) (4) Class A Ordinary Shares 48,680,330 $0 4,868,033(8) I By Legorreta Investments LLC
LP interests in RPI International Holdings 2019, LP $0 06/15/2020 A(3) 13,293 (9) (9) Class A Ordinary Shares 132,930 $0 13,293(10) I By IRRA
LP interests in RPI International Holdings 2019, LP $0 06/15/2020 A(3) 12,774 (9) (9) Class A Ordinary Shares 127,740 $0 12,774(11) I By SEP/IRA
ICAI Interests $0 06/15/2020 A(3) 1,677,574 (12) (12) Limited Partnership interests in RPI US Partners 2019, LP(4) 1,677,574 $0 1,677,574 I By Legorreta Investments LLC
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 12,331 (9) (9) Class A Ordinary Shares 123,310 $0 962(10) I By IRRA
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 11,850 (9) (9) Class A Ordinary Shares 118,500 $0 924(11) I By SEP/ IRA
Explanation of Responses:
1. These Class A Ordinary Shares were received by the Reporting Person in exchange for limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP"). Each limited partnership interest in RPI Intl. LP ("RPI Intl. LP Interest") was exchanged for ten Class B Interests in Royalty Pharma Holdings Ltd, ("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 Company, Royalty Pharma Holdings Limited, RPI US Partners 2019, LP, RPI Intl. 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 the exchange.
2. This exchange was effected by the General Partner of RPI Intl. LP in accordance with a provision of the Limited Partnership Agreement of RPI Intl. LP applicable in the event of the public offering of the Issuer's Class A Ordinary Shares. The exchange applied to all holders of RPI Intl. LP Interests that did not opt out of participation.
3. The Reporting Person acquired beneficial ownership of Class B Interests in Holdings and became entitled to indirect rights to exchange such Class B Interests for Class A Ordinary Shares of the Issuer in connection with a reorganization prior to closing of the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-238632)). The reorganization involved the exchange of interests in Royalty Pharma Investments 2019 ICAV held by RPI US Partners 2019, LP ("RPI US LP") and RPI Intl. LP for interests in Holdings. The reorganization and the acquisition of these exchange rights occurred on June 15, 2020.
4. Represents limited partnership interests in RPI US Partners 2019, LP ("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.
5. Includes RPI US LP Interests convertible into 672,270 Class A Ordinary Shares that are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
6. Includes RPI US LP Interests convertible into 81,150 Class A Ordinary Shares that are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
7. Includes RPI US LP Interests convertible into 100,200 Class A Ordinary Shares that are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
8. Includes RPI US LP Interests convertible into 37,432,416 Class A Ordinary Shares that are subject to an agreement by and between the reporting person and RP Management, LLC under which the reporting person has agreed to retain and not sell such interests before February 2025. This restriction is waivable under certain circumstances.
9. Represents limited partnership interests in RPI Intl. LP Interests. Each RPI Intl. 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 Intl. LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value.
10. Includes RPI Intl. LP Interests convertible into 9,620 Class A Ordinary Shares that are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
11. Includes RPI Intl. LP Interests convertible into 9,240 Class A Ordinary Shares that are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
12. These ICAI Interests represent a grant of up to 1,677,574 RPI US LP Interests. These ICAI Interests expire on December 15, 2023, and are subject to four-year vesting, with 25% of the interests vesting on February 12, 2021 and the remainder vesting in 36 equal monthly installments thereafter. Subject to these vesting requirements, 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.
/s/ Jason Mehar, as Attorney-in-Fact for Pablo G. Legorreta 06/22/2020
** Signature of Reporting Person Date
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