Pablo G. Legorreta - Jun 15, 2020 Form 4/A - Amendment Insider Report for Royalty Pharma plc (RPRX)

Role: CEO, Chairman of the Board, Director, 10%+ Owner
Signature: /s/ Jason Mehar, as Attorney-in-Fact, for Pablo G. Legorreta
Stock symbol: RPRX
Transactions as of: Jun 15, 2020
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 4/15/2022, 06:49 PM
Date Of Original Report: Jun 22, 2020
Next filing: Apr 15, 2022

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	ICAI Interests	Award	$0	+1.72M		$0.00	1.72M	Jun 15, 2020	Limited Partnership interests in RPI US Partners 2019, LP	1.72M	$0.00	By Legorreta Investments LLC	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The Reporting Person acquired beneficial ownership of Class B Interests in Royalty Pharma Holdings Ltd, ("Holdings") and became entitled 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 ("RPI US LP") and RPI International Holdings 2019, LP ("RPI Intl. LP") for interests in Holdings. The reorganization and the acquisition of these exchange rights occurred on June 15, 2020.
F2	Represents limited partnership interests in RPI US Partners 2019, LP ("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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value.
F3	These ICAI Interests represent a grant of up to 1,719,074 RPI US LP Interests and expire on December 15, 2023. The full number of RPI US LP Interests is issuable in respect of these ICAI Interests 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 number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
F4	This amendment to Form 4 is being filed to correct the terms and the number of ICAI Interests that was incorrectly reported on the Reporting Person's original Form 4 due to an inadvertent administrative error.