George W. Lloyd - May 7, 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
Stock symbol
RPRX
Transactions as of
May 7, 2021
Transactions value $
$0
Form type
4
Date filed
5/11/2021, 09:05 PM
Next filing
Jun 4, 2021

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 +676K +1351.72% $0.00 726K May 7, 2021 By GWL 2013 NG, LLC F1, F2
transaction RPRX Class A Ordinary Shares Conversion of derivative security $0 +900K +450% $0.00 1.1M May 7, 2021 By GWL 2014 G, LLC F1, F2
transaction RPRX Class A Ordinary Shares Conversion of derivative security $0 +300K $0.00 300K May 7, 2021 By GWL 2020 G, LLC F1, F2
holding RPRX Class A Ordinary Shares 3K May 7, 2021 Direct F2
holding RPRX Class A Ordinary Shares 274K May 7, 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 -67.6K -100% $0.00* 0 May 7, 2021 Class A Ordinary Shares 676K $0.00 By GWL 2013 NG, LLC F1, F3
transaction RPRX LP interests in RPI US Partners 2019, LP Conversion of derivative security $0 -90K -34.26% $0.00 173K May 7, 2021 Class A Ordinary Shares 900K $0.00 By GWL 2014 G, LLC F1, F2, F3
transaction RPRX LP interests in RPI US Partners 2019, LP Conversion of derivative security $0 -30K -10.2% $0.00 264K May 7, 2021 Class A Ordinary Shares 300K $0.00 By GWL 2020 G, LLC F1, F2, F3
holding RPRX LP interests in RPI US Partners 2019, LP 7.17K May 7, 2021 Class A Ordinary Shares 71.7K $0.00 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.