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*
Giuliani Mario Germano

(Last) (First) (Middle)
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2

(Street)
LUGANO V8 6900

(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
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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 C(1)(2) 9,077,140 A $0(1) 9,077,140 I See Footnotes(9)(11)(17)
Class A Ordinary Shares 06/18/2020 C(1)(2) 3,477,520 A $0(1) 3,477,520 I See Footnotes(10)(11)(17)
Class A Ordinary Shares 06/18/2020 C(1)(2) 23,390,000 A $0(1) 23,390,000 I See Footnotes(12)(14)(15)(17)
Class A Ordinary Shares 06/18/2020 C(1)(2) 22,926,170 A $0(1) 22,926,170 I See Footnotes(13)(14)(15)(17)
Class A Ordinary Shares 06/18/2020 P(3) 50,000 A $28 50,000 I See Footnote(16)(17)
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 International Holdings 2019, LP $0 06/15/2020 A(4) 978,514 (5)(6) (5) Class A Ordinary Shares 9,785,140 (4) 978,514 I See Footnotes(9)(11)(17)
LP interests in RPI International Holdings 2019, LP $0 06/15/2020 A(4) 349,784 (5)(7) (5) Class A Ordinary Shares 3,497,840 (4) 349,784 I See Footnotes(10)(11)(17)
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 907,714 (5) (5) Class A Ordinary Shares 9,077,140 $0 70,800(8) I See Footnotes(9)(11)(17)
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 347,752 (5) (5) Class A Ordinary Shares 3,477,520 $0 2,032(8) I See Footnotes(10)(11)(17)
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 2,339,999 (5) (5) Class A Ordinary Shares 23,390,000 $0 182,438(8) I See Footnotes(12)(14)(15)(17)
LP interests in RPI International Holdings 2019, LP $0(1) 06/18/2020 C(1)(2) 2,292,617 (5) (5) Class A Ordinary Shares 22,926,170 $0 178,821(8) I See Footnotes(13)(14)(15)(17)
1. Name and Address of Reporting Person*
Giuliani Mario Germano

(Last) (First) (Middle)
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2

(Street)
LUGANO V8 6900

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Skyeline Management Ltd

(Last) (First) (Middle)
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2

(Street)
LUGANO V8 6900

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avara Management Ltd

(Last) (First) (Middle)
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2

(Street)
LUGANO V8 6900

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nogra Group SICAF SIF MGG Strategic

(Last) (First) (Middle)
C/O NOGRA GROUP SICAF-SIF S.A.
18 AVENUE DE LA PORTE NEUVE

(Street)
LUXEMBOURG N4 L-2227

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nogra Group SICAF SIF GG Strategic

(Last) (First) (Middle)
C/O NOGRA GROUP SICAF-SIF S.A.
18 AVENUE DE LA PORTE NEUVE

(Street)
LUXEMBOURG N4 L-2227

(City) (State) (Zip)
Explanation of Responses:
1. These Class A Ordinary Shares were received 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 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. Reflects shares acquired in a directed share program in connection with the Issuer's initial public offering.
4. Reflects the acquisition of beneficial ownership of Class B Interests in Royalty Pharma Holdings Ltd. and the entitlement 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 and RPI International Holdings 2019, LP for interests in Royalty Pharma Holdings, Ltd. The reorganization and the acquisition of these exchange rights occurred on June 15, 2020.
5. Each RPI Intl. LP Interest represents a right to direct RPI Intl. Holdings as to the voting of ten Class B Shares of the Issuer, and to receive a distribution of ten Class B Interests in Holdings along with ten Class B Shares of the Issuer at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings and accompanying Class B Share of the Issuer so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value. Each Class B Share of the Issuer has no economic value and entitles the holder to one vote per share.
6. Includes RPI Intl. LP Interests convertible into 708,000 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 Intl. LP Interests convertible into 20,320 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. All of these interests 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.
9. Reflects securities held directly by Skyeline Management Ltd.
10. Reflects securities held directly by Avara Management Ltd.
11. Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani.
12. Reflects securities held directly by Nogra Group SICAF SIF MGG Strategic ("MGG Strategic").
13. Reflects securities held directly by Nogra Group SICAF SIF GG Strategic ("GG Strategic", and together with MGG Strategic, the "Nogra Funds")
14. The Nogra Funds are sub-funds managed and administered by Nogra Group SICAF - SIF S.A. ("Nogra Group"). A board of directors consisting of Giammaria Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by Nogra Group. Each member of the board disclaims beneficial ownership over such shares. Nogra Group is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary, and the MGG Trust (together with the GG Trust, the "Trusts"), of which M. Germano Giuliani, the brother of Giammaria Giuliani, is the beneficiary. The GG Trust is the 100% economic owner of the shares held by GG Strategic, and the MGG Trust is the 100% economic owner of the shares held by MGG Strategic. Each of Giammaria Giuliani and M. Germano Giuliani disclaim beneficial ownership over the shares beneficially owned by the Nogra Funds.
15. The trustee of each of the Trusts is GISEV Trustees Limited. The protector of each of the Trusts is Achille G. Severgnini, who has the power to remove and replace the trustee of each the Trusts.
16. Reflects securities held by the spouse of M. Germano Giuliani.
17. Each of the Reporting Persons may be deemed to beneficially own the securities reported herein directly or indirectly controlled by it or him, but each (other than each of the direct holders to the extent of its direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein or are subject to Section 16.
MARIO GERMANO GIULIANI, By: /s/ Mario Germano Giuliani 06/22/2020
SKYELINE MANAGEMENT LTD, By: GISEV Family Office SA, Corporate Director, By: /s/ Achille G. Severgnini, Title: Director 06/22/2020
AVARA MANAGEMENT LTD, By: GISEV Family Office SA, Corporate Director, By: /s/ Achille G. Severgnini, Title: Director 06/22/2020
NOGRA GROUP SICAF SIF MGG STRATEGIC, By: /s/ Achille G. Severgnini, Title: Director /s/ Giammaria Giuliani, Title: Director 06/22/2020
NOGRA GROUP SICAF SIF GG STRATEGIC By: /s/ Achille G. Severgnini, Title: Director /s/ Giammaria Giuliani, Title: Director 06/22/2020
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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