CEO, Chairman of the Board Legorreta Pablo G. acquired 530,348 units of Class A Ordinary Shares, increasing direct ownership by 151% to 882,495 units (SEC Form 4)
$RPRX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 05/16/2025 | J(1) | 530,348 | A | $0 | 882,495 | D | |||
| Class A Ordinary Shares | 460,139 | I | By Legorreta Investments LLC | |||||||
| Class A Ordinary Shares | 123,310 | I | By IRRA | |||||||
| Class A Ordinary Shares | 118,500 | I | By SEP/IRA | |||||||
| Class A Ordinary Shares | 1,040,410 | I | By Legorreta Children 2002 Trust | |||||||
| Class A Ordinary Shares | 901,590 | I | By GST-Exempt Legorreta 2012 Family Trust | |||||||
| Class A Ordinary Shares | 41,306 | I | By GST-Exempt Legorreta 2020 Family Trust | |||||||
| Class A Ordinary Shares | 6,930 | I | By Spouse | |||||||
| Class A Ordinary Shares | 292,190 | I | By Tata MC 35 Ltd. | |||||||
| Class A Ordinary Shares | 10,000 | I | By Son | |||||||
| Class A Ordinary Shares | 10,000 | I | By Daughter | |||||||
| Class A Ordinary Shares | 600,000 | I | By Legorreta 2023 SR Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class E Ordinary Shares | $0 | 05/16/2025 | A | 13,356,742(2) | (3) | (3) | Class A Ordinary Shares | 13,356,742(3) | $0 | 13,356,742(3) | I | By PL RPH Holdings, LLC(2)(3) | |||
| Option (Right to Buy) | $0 | 05/16/2025 | J | 857,138(4) | (3)(4) | (3)(4) | Class A Ordinary Shares | 857,138(3) | $0 | 857,138(4) | I | By PL RPH Holdings, LLC(4) | |||
| Explanation of Responses: |
| 1. Represents the transfer to the Reporting Person by the RP Management Equity Incentive Plan Trust of Class A Ordinary Shares for no consideration. |
| 2. Reflects the exempt acquisition by the Reporting Person pursuant to Rule 16b-3 of Class E ordinary shares ("Class E Shares") of Royalty Pharma Holdings Ltd ("RPH") in connection with the consummation of the transactions contemplated by the Membership Interests Purchase Agreement, dated as of January 10, 2025 (as may be amended from time to time, the "Purchase Agreement") between RPH, Royalty Pharma, LLC, RP Management, LLC, the Issuer and certain other parties thereto. |
| 3. Each Class E share will vest in installments over a 5-year period. Once vested, the Class E Shares may be converted at any time into an equivalent number of Class B ordinary shares of RPH ("Class B Shares") on a one-for-one basis, and there is no expiration date for such conversion. Each Class B Share may be converted at any time into an equivalent number of Class A ordinary shares of the Issuer on a one-for-one basis, and there is no expiration date for such conversion. |
| 4. Represents the Reporting Person's right to acquire certain Class E Shares held by other employees of the Issuer and its subsidiaries in the event such Class E Shares are forfeited by such employee. |
| Remarks: |
| /s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta | 05/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||