Royalty Pharma (RPRX) Form 4 Royalty Pharma / WILLIAM E FORD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FORD WILLIAM E

(Last) (First) (Middle)

C/O ROYALTY PHARMA PLC

110 E. 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	10/20/2020		C(1)		581,870	A	$0(1)	581,870(2)	I	By Groton Restricted Fund LP(3)
Class A Ordinary Shares	12/16/2020		J(4)		42,101	D	$0(4)	539,769	I	By Groton Restricted Fund LP(3)
Class A Ordinary Shares								1,500,000	I	By GA RP Holding, L.P.(5)(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LP interests in RPI US Partners 2019, LP	$0	10/20/2020		C(1)			58,187	(9)	(9)	Class A Ordinary Shares	581,870	$0(1)	0(10)	I	By Groton Restricted Fund LP(1)
LP interests in RPI US Partners 2019, LP	$0							(9)	(9)	Class A Ordinary Shares	24,743,870		2,474,387(11)	I	By General Atlantic (RP) Collections LLC(12)(13)(14)
LP interests in RPI US Partners 2019, LP	$0							(9)	(9)	Class A Ordinary Shares	1,755,940		175,594(15)(10)	I	By Steam- boat Park Invest- ments LLC(16)

Explanation of Responses:

1. These Class A Ordinary Shares were received 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") was exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("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 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 was paid in connection with the exchange.

2. Following the reported transaction, included 42,101 Class A Ordinary Shares that were subject to forfeiture if and when the Class A Ordinary Shares attained a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023.

3. The Reporting Person has a private membership interest in Madison Park Capital, LLC ("MPC"), a U.S. based entity within the General Atlantic private equity group, and is an officer and a member of the Board of Managers of MPC. MPC maintains an investment as a limited partner of Groton Restricted Fund LP. The Reporting Person disclaims ownership of such ordinary shares except to the extent he has a pecuniary interest therein.

4. Represents a forfeiture of Class A Ordinary Shares based on the Class A Ordinary Shares attaining a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023.

5. The Reporting Person is employed by an entity affiliated with GA RP Holding, L.P. ("GA RP Holding"). The limited partners of GA RP Holding that share beneficial ownership of the ordinary shares held by GA RP Holding are GAP Coinvestments CDA, L.P. ("GAPCO CDA"), GAP Coinvestments III, LLC ("GAPCO III"), GAP Coinvestments IV, L.P. ("GAPCO IV"), GAP Coinvestments V, LLC ("GAPCO V"), General Atlantic Partners (Bermuda) IV, L.P. ("GAP Bermuda IV"), General Atlantic Partners (Bermuda) EU, L.P. ("GAP Bermuda EU") and General Atlantic Partners (Lux), SCSp ("GAP Lux").

6. GA RP Holding, Ltd. ("GA RP Ltd.") is the general partner of GA RP Holding. General Atlantic LLC ("GA LLC") is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. General Atlantic GenPar (Lux), SCSp ("GA GenPar Lux") is the general partner of GAP Lux, and General Atlantic (Lux) S.a.r.l ("GA Lux Sarl") is the general partner of GA GenPar Lux. General Atlantic GenPar (Bermuda), L.P. ("GA GenPar Bermuda") is the sole shareholder of GA Lux Sarl, and the general partner of GAP Bermuda IV and GAP Bermuda EU. GAP (Bermuda) Limited is the general partner of GA GenPar Bermuda and the sole shareholder of GA RP Ltd.

7. There are eight members of the management committee of GA LLC (the "GA Management Committee"), and the GA Management Committee is ultimately responsible for the management of GAP (Bermuda) Limited. The Reporting Person is a member of the GA Management Committee and is Chief Executive Officer and a Managing Director of GA LLC.

8. GA LLC, GA GenPar Bermuda, GAP (Bermuda) Limited, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GA RP Ltd, GA GenPar Lux and GA Lux Sarl 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 ordinary shares except to the extent he or she has a pecuniary interest therein.

9. 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value.

10. These holdings have been adjusted to reflect a transfer of 17,940 RPI US LP Interests from Groton Restricted Fund LP to Steamboat Park Investments, LLC ("SPI") on October 20, 2020 in distribution of SPI's limited partnership interest in Groton Restricted Fund LP

11. Following the reported transaction, included 192,988 RPI US LP Interests that were subject to forfeiture if and when the Class A Ordinary Shares attained a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. All such interests were forfeited on December 16, 2020.

12. The Reporting Person is employed by an entity affiliated with General Atlantic (RP) Collections, LLC ("GA RP Collections"). The members of GA RP Collections that share beneficial ownership of the interests held by GA RP Collections are indirectly held by the following General Atlantic investment funds: General Atlantic Partners AIV-1 A, L.P. ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P. ("GAP AIV-1 B"), GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V.

13. General Atlantic (SPV) GP, LLC ("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 General Atlantic GenPar, L.P. ("GA GenPar"). The general partner of GA GenPar is GA LLC. GA LLC is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V. The Reporting Person is a member of the GA Management Committee and is Chief Executive Officer and a Managing Director of GA LLC.

14. GA LLC, GA 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 ordinary shares except to the extent he or she has a pecuniary interest therein.

15. Following the reported transaction, included 13,696 RPI US LP Interests that were subject to forfeiture if and when the Class A Ordinary Shares attained a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. All such interests were forfeited on December 16, 2020.

16. The Reporting Person has a private membership interest in Steamboat Park Investments, LLC ("SPI"), a U.S. based entity within the General Atlantic private equity group, as an individual and through a family vehicle, and is an officer and a member of the Board of Managers of SPI. The Reporting Person disclaims ownership of such ordinary shares except to the extent he has a pecuniary interest therein.

	/s/ Jason Mehar, as Attorney-in-Fact for William E. Ford	02/26/2021
	** Signature of Reporting Person	Date
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