SEC Form SC 13G/A filed by Royalty Pharma plc (Amendment)

2/13/24 10:17:30 AM ET

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SC 13G/A 1 eh240447579_13ga2-rprx.htm AMENDMENT NO. 2

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

26,259,141

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

24,743,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

24,743,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

24,743,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

26,243,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

26,243,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

26,243,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

26,243,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

24,743,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

24,743,870

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,500,000

SOLE DISPOSITIVE POWER

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 59^th 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

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

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

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SEC Form SC 13G/A filed by Royalty Pharma plc (Amendment)

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