Marshall Urist - Feb 17, 2023 Form 4 Insider Report for Royalty Pharma plc (RPRX)

Role
EVP, Research & Investments
Signature
/s/ Sean Weisberg, as Attorney-in-Fact, for Marshall Urist
Stock symbol
RPRX
Transactions as of
Feb 17, 2023
Transactions value $
$0
Form type
4
Date filed
2/17/2023, 03:57 PM
Previous filing
Jul 27, 2022
Next filing
Feb 24, 2023

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 +70K $0.00 70K Feb 17, 2023 Direct F1
holding RPRX Class A Ordinary Shares 19K Feb 17, 2023 By IRA

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 -7K -5.16% $0.00 129K Feb 17, 2023 Class A Ordinary Shares 70K $0.00 Direct F1, 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 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.
F3 The Reporting Person has agreed to retain and not sell 128,594 RPI US LP Interests convertible into 1,285,940 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.