Home > Insider Trading > Filing (0001140361-20-014508)

Filing Details

Accession Number:: 0001140361-20-014508
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-22 21:47:07
Reporting Period:: 2020-06-15

Accepted Time:: 2020-06-22 21:47:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1802768	Royalty Pharma Plc	RPRX	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1814877	Ltd Management Skyeline	C/O Gisev Family Office Sa Contrada Di Sassello 2 Lugano V8 6900	No	No	No	No
1814882	Germano Mario Giuliani	C/O Gisev Family Office Sa Contrada Di Sassello 2 Lugano V8 6900	No	No	No	No
1814889	Strategic Mgg Sif Sicaf Group Nogra	C/O Nogra Group Sicaf-Sif S.a. 18 Avenue De La Porte Neuve Luxembourg N4 L-2227	No	No	No	No
1814890	Strategic Gg Sif Sicaf Group Nogra	C/O Nogra Group Sicaf-Sif S.a. 18 Avenue De La Porte Neuve Luxembourg N4 L-2227	No	No	No	No
1814934	Ltd Management Avara	C/O Gisev Family Office Sa Contrada Di Sassello 2 Lugano V8 6900	No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Ordinary Shares	Acquisiton	2020-06-18	9,077,140	$0.00	9,077,140	No	4	C	Indirect	See Footnotes
Class A Ordinary Shares	Acquisiton	2020-06-18	3,477,520	$0.00	3,477,520	No	4	C	Indirect	See Footnotes
Class A Ordinary Shares	Acquisiton	2020-06-18	23,390,000	$0.00	23,390,000	No	4	C	Indirect	See Footnotes
Class A Ordinary Shares	Acquisiton	2020-06-18	22,926,170	$0.00	22,926,170	No	4	C	Indirect	See Footnotes
Class A Ordinary Shares	Acquisiton	2020-06-18	50,000	$28.00	50,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Acquisiton	2020-06-15	978,514	$0.00	9,785,140	$0.00
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Acquisiton	2020-06-15	349,784	$0.00	3,497,840	$0.00
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Disposition	2020-06-18	907,714	$0.00	9,077,140	$0.00
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Disposition	2020-06-18	347,752	$0.00	3,477,520	$0.00
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Disposition	2020-06-18	2,339,999	$0.00	23,390,000	$0.00
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Disposition	2020-06-18	2,292,617	$0.00	22,926,170	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
978,514	No	4	A	Indirect
349,784	No	4	A	Indirect
70,800	No	4	C	Indirect
2,032	No	4	C	Indirect
182,438	No	4	C	Indirect
178,821	No	4	C	Indirect

Footnotes

These Class A Ordinary Shares were received in exchange for limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP"). Each limited partnership interest in RPI Intl. LP ("RPI Intl. LP Interest") was exchanged for ten Class B Interests in Royalty Pharma Holdings Ltd, ("Holdings"). Each Class B Interest in Holdings so distributed was exchanged for one Class A Ordinary Share of the Issuer. This exchange was made pursuant to the terms of the Exchange Agreement dated June 16, 2020, among the Company, Royalty Pharma Holdings Limited, RPI US Partners 2019, LP, RPI Intl. LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value was paid in connection with the exchange.
This exchange was effected by the General Partner of RPI Intl. LP in accordance with a provision of the Limited Partnership Agreement of RPI Intl. LP applicable in the event of the public offering of the Issuer's Class A Ordinary Shares. The exchange applied to all holders of RPI Intl. LP Interests that did not opt out of participation.
Reflects shares acquired in a directed share program in connection with the Issuer's initial public offering.
Reflects the acquisition of beneficial ownership of Class B Interests in Royalty Pharma Holdings Ltd. and the entitlement to indirect rights to exchange such Class B Interests for Class A Ordinary Shares of the Issuer in connection with a reorganization prior to closing of the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-238632)). The reorganization involved the exchange of interests in Royalty Pharma Investments 2019 ICAV held by RPI US Partners 2019, LP and RPI International Holdings 2019, LP for interests in Royalty Pharma Holdings, Ltd. The reorganization and the acquisition of these exchange rights occurred on June 15, 2020.
Each RPI Intl. LP Interest represents a right to direct RPI Intl. Holdings as to the voting of ten Class B Shares of the Issuer, and to receive a distribution of ten Class B Interests in Holdings along with ten Class B Shares of the Issuer at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings and accompanying Class B Share of the Issuer so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value. Each Class B Share of the Issuer has no economic value and entitles the holder to one vote per share.
Includes RPI Intl. LP Interests convertible into 708,000 Class A Ordinary Shares that are subject to forfeiture if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
Includes RPI Intl. LP Interests convertible into 20,320 Class A Ordinary Shares that are subject to forfeiture if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
All of these interests are subject to forfeiture if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.
Reflects securities held directly by Skyeline Management Ltd.
Reflects securities held directly by Avara Management Ltd.
Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani.
Reflects securities held directly by Nogra Group SICAF SIF MGG Strategic ("MGG Strategic").
Reflects securities held directly by Nogra Group SICAF SIF GG Strategic ("GG Strategic", and together with MGG Strategic, the "Nogra Funds")
The Nogra Funds are sub-funds managed and administered by Nogra Group SICAF - SIF S.A. ("Nogra Group"). A board of directors consisting of Giammaria Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by Nogra Group. Each member of the board disclaims beneficial ownership over such shares. Nogra Group is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary, and the MGG Trust (together with the GG Trust, the "Trusts"), of which M. Germano Giuliani, the brother of Giammaria Giuliani, is the beneficiary. The GG Trust is the 100% economic owner of the shares held by GG Strategic, and the MGG Trust is the 100% economic owner of the shares held by MGG Strategic. Each of Giammaria Giuliani and M. Germano Giuliani disclaim beneficial ownership over the shares beneficially owned by the Nogra Funds.
The trustee of each of the Trusts is GISEV Trustees Limited. The protector of each of the Trusts is Achille G. Severgnini, who has the power to remove and replace the trustee of each the Trusts.
Reflects securities held by the spouse of M. Germano Giuliani.
Each of the Reporting Persons may be deemed to beneficially own the securities reported herein directly or indirectly controlled by it or him, but each (other than each of the direct holders to the extent of its direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein or are subject to Section 16.