George W. Lloyd - 13 Nov 2023 Form 4 Insider Report for Royalty Pharma plc (RPRX)

Role
EVP, Investments & CLO
Signature
/s/ Sean Weisberg, as Attorney-in-Fact for George W. Lloyd
Issuer symbol
RPRX
Transactions as of
13 Nov 2023
Net transactions value
$0
Form type
4
Filing time
14 Nov 2023, 19:35:11 UTC
Previous filing
08 Aug 2023
Next filing
12 Aug 2024
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 +50,000 +167% $0.000000 80,000 13 Nov 2023 By GWL 2020 G, LLC F1, F2
transaction RPRX Class A Ordinary Shares Conversion of derivative security $0 +100,000 +83% $0.000000 220,000 13 Nov 2023 By GWL 2014 G, LLC F1, F2
holding RPRX Class A Ordinary Shares 495,860 13 Nov 2023 By GWL 2013 NG, LLC F2
holding RPRX Class A Ordinary Shares 273,960 13 Nov 2023 By IRA F2
holding RPRX Class A Ordinary Shares 3,000 13 Nov 2023 Direct F2
holding RPRX Class A Ordinary Shares 4,011 13 Nov 2023 By Spouse 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 -5,000 -2% $0.000000 245,299 13 Nov 2023 Class A Ordinary Shares 50,000 $0.000000 By GWL 2020 G, LLC F1, F2, F3
transaction RPRX LP interests in RPI US Partners 2019, LP Conversion of derivative security $0 -10,000 -5.8% $0.000000 162,680 13 Nov 2023 Class A Ordinary Shares 100,000 $0.000000 By GWL 2014 G, LLC F1, F2, F3
holding RPRX LP interests in RPI US Partners 2019, LP 8,173 13 Nov 2023 Class A Ordinary Shares 81,730 $0.000000 By GWL 2013 NG, 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 4,573,096 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.

Remarks:

In addition to the holdings disclosed above, the Reporting Person and family vehicles controlled by the Reporting Person hold ICAI Interests exchangeable into 2,647,501 Class A Ordinary Shares.