SEC Form SC 13G/A filed by Royalty Pharma plc (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Royalty Pharma plc |
| (Name of Issuer) |
| Class A ordinary shares, par value US$0.0001 per share |
| (Title of Class of Securities) |
| G7709Q104 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 2 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
26,259,141 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
26,259,141 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,259,141 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 3 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (RP) Collections, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
24,743,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
24,743,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,743,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 4 of 30 |
| 1 |
NAME OF REPORTING PERSON
GA RP Holding, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 5 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 A, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
24,743,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
24,743,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,743,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 6 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 B, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
24,743,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
24,743,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,743,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 7 of 30 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
26,243,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
26,243,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,243,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 8 of 30 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
26,243,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
26,243,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,243,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 9 of 30 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
26,243,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
26,243,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,243,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 10 of 30 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
26,243,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
26,243,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,243,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 11 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
24,743,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
24,743,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,743,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 12 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
24,743,870 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
24,743,870 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,743,870 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 13 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 14 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 15 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 16 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 17 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à.r.l. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 18 of 30 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 19 of 30 |
| 1 |
NAME OF REPORTING PERSON
GAP (Bermuda) L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 20 of 30 |
| 1 |
NAME OF REPORTING PERSON
GA RP Holding, Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 21 of 30 |
| Item 1. | (a) | NAME OF ISSUER |
| Royalty Pharma plc (the “Company”). | ||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
| 110 East 59th Street, New York, NY 10022. | ||
| Item 2. | (a) | NAMES OF PERSONS FILING |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): |
| (i) | General Atlantic, L.P. (“GA LP”); | |
| (ii) | General Atlantic (RP) Collections, LLC (“GA RP Collections”); | |
| (iii) | GA RP Holding, L.P. (“GA RP Holding”); | |
| (iv) | General Atlantic Partners AIV-1 A, L.P. (“GAP AIV-1 A”); | |
| (v) | General Atlantic Partners AIV-1 B, L.P. (“GAP AIV-1 B”); | |
| (vi) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”); | |
| (vii) | GAP Coinvestments III, LLC (“GAPCO III”); | |
| (viii) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
| (ix) | GAP Coinvestments V, LLC (“GAPCO V”); | |
| (x) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
| (xi) | General Atlantic GenPar, L.P. (“GenPar”); | |
| (xii) | General Atlantic Partners (Bermuda) EU, L.P. (“GAP EU”); | |
| (xiii) | General Atlantic Partners (Bermuda) IV, L.P. (“GAP IV”); | |
| (xiv) | General Atlantic Partners (Lux) SCSp (“GAP Lux”); | |
| (xv) | General Atlantic GenPar (Lux) SCSp (“GAP GenPar Lux”); | |
| (xvi) | General Atlantic (Lux) S.à.r.l. (“GA Lux”); | |
| (xvii) | General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); | |
| (xviii) | GAP (Bermuda) L.P. (“GAP (Bermuda) L.P.”); and | |
| (xix) | GA RP Holding, Ltd. (“GA RP Holding, Ltd.”). |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 22 of 30 |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE | |
The principal address of each of the Reporting Persons (other than GAP Lux, GAP GenPar Lux and GA Lux) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of each of GAP Lux, GAP GenPar Lux and GA Lux is 412F, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg. | ||
| (c) | CITIZENSHIP |
| (i) | GA LP – Delaware | |
| (ii) | GA RP Collections – Delaware | |
| (iii) | GA RP Holding – Bermuda | |
| (iv) | GA AIV-1 A – Delaware | |
| (v) | GAP AIV-1 B – Delaware | |
| (vi) | GAPCO CDA – Delaware | |
| (vii) | GAPCO III – Delaware | |
| (viii) | GAPCO IV – Delaware | |
| (ix) | GAPCO V – Delaware | |
| (x) | GA SPV – Delaware | |
| (xi) | GenPar – Delaware | |
| (xii) | GAP EU – Bermuda | |
| (xiii) | GAP IV– Bermuda | |
| (xiv) | GAP Lux – Luxembourg | |
| (xv) | GAP GenPar Lux – Luxembourg | |
| (xvi) | GA Lux – Luxembourg | |
| (xvii) | GenPar Bermuda – Bermuda | |
| (xviii) | GAP (Bermuda) L.P. – Bermuda | |
| (xix) | GA RP Holding, Ltd. – Bermuda |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 23 of 30 |
| (d) | TITLE OF CLASS OF SECURITIES | |
| Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”) | ||
| (e) | CUSIP NUMBER | |
| G7709Q104 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: |
| Not applicable. | |
| Item 4. | OWNERSHIP. |
As of December 31, 2023, the Reporting Persons owned the following number of the Company’s Class A ordinary shares: |
| (i) | GA LP owned of record 15,271 Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (ii) | GA RP Collections has an indirect ownership interest in 24,743,870 Class B ordinary shares of the Company corresponding to an equal number of Class B interests of Royalty Pharma Holdings Ltd, a subsidiary of the Company, each convertible at the option of the holder into one Class A ordinary shares, or approximately 5.2% of the issued and outstanding Class A ordinary shares | |
| (iii) | GA RP Holding owned of record 1,500,000 Class A ordinary shares or 0.3% of the issued and outstanding Class A ordinary shares | |
| (iv) | GAP AIV-1 A owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (v) | GAP AIV-1 B owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (vi) | GAPCO CDA owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (vii) | GAPCO III owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (viii) | GAPCO IV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (ix) | GAPCO V owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (x) | GA SPV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 24 of 30 |
| (xi) | GenPar owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares |
| (xii) | GAP EU owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xiii) | GAP IV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xiv) | GAP Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xv) | GAP GenPar Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xvi) | GA Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xvii) | GenPar Bermuda owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xviii) | GAP (Bermuda) L.P. owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
| (xix) | GA RP Holding, Ltd. owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares | |
The members of GA RP Collections that share beneficial ownership of the Class A ordinary shares held of record by GA RP Collections are indirectly held by the following General Atlantic investment funds, (the “GA Funds”): GAP AIV-1 A, GAP AIV-1 B, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. GA SPV is the sole non-member manager of GA RP Collections. The general partner of GAP AIV-1 A and GAP AIV-1 B is GenPar. The general partner of GenPar is GA LP. GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. The limited partners that share beneficial ownership of the Class A ordinary shares held by GA RP Holding are the following General Atlantic investment funds: GAP EU, GAP IV, GAP Lux, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA. The general partner of GAP Lux is GAP GenPar Lux and the general partner of GAP GenPar Lux is GA Lux. The general partner of GAP EU, GAP IV and GA Lux is GenPar Bermuda. GAP (Bermuda) L.P. is the general partner of GenPar Bermuda. The general partner of GA RP Holding is GA RP Holding, Ltd. (“GA RP Holding, Ltd.”). GAP (Bermuda) L.P. is the sole shareholder of GA RP Holding, Ltd. GA LP and GAP (Bermuda) L.P. are controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”). There are eleven members of the GA Management Committee. GA LP, GAP (Bermuda) L.P., GA RP Holdings Ltd., GenPar Bermuda, GA Lux, GAP GenPar Lux, GAP Lux, GAP IV, GAP EU, GenPar, GA SPV, GAP AIV-1 A, GAP AIV-1 B, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Management Committee disclaims ownership of the Class A ordinary shares reported herein except to the extent he has a pecuniary interest therein. The name, the business address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.
Amount Beneficially Owned: By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own the Class A ordinary shares indicated on row (9) on such Reporting Person’s cover page included herein. | ||
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 25 of 30 |
Percentage Owned: All calculation of percentage ownership herein are based on an aggregate of 471,432,679 Class A ordinary shares outstanding, consisting of (i) 446,688,809 Class A ordinary shares reported by the Company to be outstanding as of November 13, 2023, as reflected in the Company’s prospectus filed under Rule 424(b)(7), filed with the U.S. Securities and Exchange Commission on November 16, 2023, and (ii) 24,743,870 Class A ordinary shares issuable upon conversion of Class B interests of Royalty Pharma Holdings held by GA RP Collections.
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of: | ||
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A ordinary shares as indicated on such Reporting Person’s cover page included herein. | |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the Class A ordinary shares as indicated on such Reporting Person’s cover page included herein. | |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. | |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| See Item 2, which states the identity of the members of the group filing this Schedule 13G. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| Item 10. | CERTIFICATION |
| Not applicable. |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 26 of 30 |
Exhibit Index
| Exhibit 1 |
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 27 of 30 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 13, 2024
GENERAL ATLANTIC, L.P. |
||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk |
|||
| Title: | Managing Director |
|||
GENERAL ATLANTIC (RP) COLLECTIONS, LLC |
||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its sole non-member manager |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GA RP HOLDING, L.P. |
||||
| By: | GA RP HOLDING, LTD, its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Director | |||
GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. |
||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner |
|||
| By: | GENERAL ATLANTIC, L.P., its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GENERAL ATLANTIC PARTNERS A1V-1 B, L.P. |
||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner |
|||
| By: | GENERAL ATLANTIC, L.P., its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 28 of 30 |
GAP COINVESTMENTS CDA, L.P. |
||||
| By: | GENERAL ATLANTIC, L.P., its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GAP COINVESTMENTS III, LLC |
||||
| By: | GENERAL ATLANTIC, L.P., its managing member |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk |
|||
| Title: | Managing Director | |||
GAP COINVESTMENTS IV, LLC |
||||
| By: | GENERAL ATLANTIC, L.P., its managing member |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GAP COINVESTMENTS V, LLC |
||||
| By: | GENERAL ATLANTIC, L.P., its managing member |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GENERAL ATLANTIC (SPV) GP, LLC |
||||
| By: | GENERAL ATLANTIC, L.P., its sole member |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GENERAL ATLANTIC GENPAR, L.P. |
||||
| By: | GENERAL ATLANTIC, L.P., its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 29 of 30 |
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. |
||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner |
|||
| By: | GAP (BERMUDA) L.P., its general partner |
|||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. |
||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner |
|||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GENERAL ATLANTIC PARTNERS (LUX) SCSP |
||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner |
|||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell |
|||
| Title: | Manager B | |||
GENERAL ATLANTIC GENPAR (LUX) SCSP |
||||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner |
|||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn |
|||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell |
|||
| Title: | Manager B | |||
| CUSIP No. G7709Q104 | SCHEDULE 13G | Page 30 of 30 |
GENERAL ATLANTIC (LUX) S.À R.L. |
||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ William Blackwell | |||
| Name: | William Blackwell |
|||
| Title: | Manager B | |||
GENERAL ATLANTIC GENPAR (BERMUDA), L.P. |
||||
| By: | GAP (BERMUDA) L.P., its general partner |
|||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk |
|||
| Title: | Managing Director |
|||
GAP (BERMUDA) L.P. |
||||
| By: | GAP (BERMUDA) GP LIMITED, its general partner |
|||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
GA RP HOLDING, LTD. |
||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Director | |||
SCHEDULE A
Members of the Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Marina Bay Financial Centre Tower 1 8 Marina Boulevard, #17-02 018981, Singapore |
United States |
| J. Albert Smith |
535 Madison Ave, 31st Floor New York, New York 10022 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Lance D. G. Uggla |
23 Savile Row London W1S 2ET United Kingdom |
United Kingdom and Canada |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |