Terrance P. Coyne - May 7, 2021 Form 4 Insider Report for Royalty Pharma plc (RPRX)

Role
EVP & CFO
Signature
/s/ Jason Mehar, as Attorney-in-Fact for Terrance P. Coyne
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
Aug 3, 2022

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 +1M $0.00 1M May 7, 2021 By TPC RP 2021, LLC F1, F2
holding RPRX Class A Ordinary Shares 1.5K May 7, 2021 Direct F2
holding RPRX Class A Ordinary Shares 1.45K May 7, 2021 By Spouse
holding RPRX Class A Ordinary Shares 23.3K May 7, 2021 By IRA F2
holding RPRX Class A Ordinary Shares 24.2K May 7, 2021 By Spouse's IRA

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 -100K -81.34% $0.00 22.9K May 7, 2021 Class A Ordinary Shares 1M $0.00 By TPC RP 2021, LLC F1, F2, F3
holding RPRX LP interests in RPI US Partners 2019, LP 274K May 7, 2021 Class A Ordinary Shares 2.74M $0.00 By TPC RP, LLC 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 3,251,930 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.