George W. Lloyd - 07 May 2021 Form 4 Insider Report for Royalty Pharma plc (RPRX)

Role: EVP, Investments & GC
Signature: /s/ Jason Mehar, as Attorney-in-Fact for George W. Lloyd
Issuer symbol: RPRX
Transactions as of: 07 May 2021
Net transactions value: $0
Form type: 4
Filing time: 11 May 2021, 21:05:19 UTC
Next filing: 04 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPRX	Class A Ordinary Shares	Conversion of derivative security	$0	+675,860	+1352%	$0.000000	725,860	07 May 2021	By GWL 2013 NG, LLC	F1, F2
transaction	RPRX	Class A Ordinary Shares	Conversion of derivative security	$0	+900,000	+450%	$0.000000	1,100,000	07 May 2021	By GWL 2014 G, LLC	F1, F2
transaction	RPRX	Class A Ordinary Shares	Conversion of derivative security	$0	+300,000		$0.000000	300,000	07 May 2021	By GWL 2020 G, LLC	F1, F2
holding	RPRX	Class A Ordinary Shares						3,000	07 May 2021	Direct	F2
holding	RPRX	Class A Ordinary Shares						273,960	07 May 2021	By IRA	F2

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	-67,586	-100%	$0.000000^*	0	07 May 2021	Class A Ordinary Shares	675,860	$0.000000	By GWL 2013 NG, LLC	F1, F3
transaction	RPRX	LP interests in RPI US Partners 2019, LP	Conversion of derivative security	$0	-90,000	-34%	$0.000000	172,680	07 May 2021	Class A Ordinary Shares	900,000	$0.000000	By GWL 2014 G, LLC	F1, F2, F3
transaction	RPRX	LP interests in RPI US Partners 2019, LP	Conversion of derivative security	$0	-30,000	-10%	$0.000000	264,027	07 May 2021	Class A Ordinary Shares	300,000	$0.000000	By GWL 2020 G, LLC	F1, F2, F3
holding	RPRX	LP interests in RPI US Partners 2019, LP						7,171	07 May 2021	Class A Ordinary Shares	71,710	$0.000000	Direct	F2, F3

* 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	The Reporting Person has agreed to retain and not sell Class A Ordinary Shares and RPI US LP Interests convertible into Class A Ordinary Shares representing approximately 4,573,090 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.
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.