Pablo G. Legorreta - Dec 31, 2022 Form 5 Insider Report for Royalty Pharma plc (RPRX)

Role
CEO, Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta
Stock symbol
RPRX
Transactions as of
Dec 31, 2022
Transactions value $
$0
Form type
5
Date filed
2/10/2023, 06:48 PM
Previous filing
Nov 16, 2023
Next filing
May 15, 2023

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 Gift $0 -151K -5.28% $0.00 2.7M Aug 12, 2022 Class A Ordinary Shares 1.51M By Legorreta Investments LLC F1, F2, F3, F4
holding RPRX LP interests in RPI US Partners 2019, LP 2.86M Dec 31, 2022 Class A Ordinary Shares 28.6M $0.00 By Legorreta Investments II LLC F3, F4
holding RPRX LP interests in RPI US Partners 2019, LP 147K Dec 31, 2022 Class A Ordinary Shares 1.47M $0.00 By Spouse F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 No limited partnership interests in RPI US Partners 2019, LP ("RPI US LP") are being exchanged by the Reporting Person. Each limited partnership interest in RPI US LP ("RPI US LP Interest") may 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. Any exchanges 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 an exchange.
F2 The Reporting Person made a charitable donation of RPI US LP Interests. No Class A Ordinary Shares or RPI US LP Interests were sold.
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.
F4 The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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.