Rory B. Riggs - May 7, 2021 Form 4 Insider Report for Royalty Pharma plc (RPRX)

Role: Director
Signature: /s/ Jason Mehar, as Attorney-in-Fact for Rory B. Riggs
Stock symbol: RPRX
Transactions as of: May 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/11/2021, 09:00 PM
Next filing: May 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPRX	Class A Ordinary Shares	Conversion of derivative security	$0	+680K	$0.00	680K	May 7, 2021	Direct	F1
transaction	RPRX	Class A Ordinary Shares	Conversion of derivative security	$0	+2.36M	$0.00	2.36M	May 7, 2021	By New Ventures III LLC	F1
holding	RPRX	Class A Ordinary Shares					4.59M	May 7, 2021	By New Ventures I LLC
holding	RPRX	Class A Ordinary Shares					1.11M	May 7, 2021	By New Ventures Select LLC
holding	RPRX	Class A Ordinary Shares					15K	May 7, 2021	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RPRX	LP interests in RPI US Partners 2019, LP	Conversion of derivative security	$0	-68K	-11.15%	$0.00	542K	May 7, 2021	Class A Ordinary Shares	680K	$0.00	Direct	F1, F2
transaction	RPRX	LP interests in RPI US Partners 2019, LP	Conversion of derivative security	$0	-236K	-100%	$0.00^*	0	May 7, 2021	Class A Ordinary Shares	2.36M	$0.00	By New Ventures III LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	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.

Content

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.

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.