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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Royalty Pharma plc (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G7709Q104 (CUSIP Number) |
Juan Francisco Mendez, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 (212) 455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | G7709Q104 |
| 1 |
Name of reporting person
R & H Trust Co. (Guernsey) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GUERNSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
36,001,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | G7709Q104 |
| 1 |
Name of reporting person
Severgnini Achille G. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
36,001,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Royalty Pharma plc | |
| (c) | Address of Issuer's Principal Executive Offices:
110 East 59th Street, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 5 is being filed by R & H Trust Co. (Guernsey) Limited and Mr. Achille G. Severgnini (the "Reporting Persons") and amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 29, 2020, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 5, 2022, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 11, 2022, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on October 4, 2022, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on July 29, 2024 (as amended, the "Schedule 13D") with respect to the Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares") of Royalty Pharma plc, a company formed under the jurisdictions of England and Wales (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 (a) is hereby amended and supplemented to include the amended and restated Annex A attached hereto and incorporated by reference herein. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (c) of the Schedule 13D are hereby amended and restated in its entirety as follows:
The aggregate number and percentage of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of February 20, 2025: (a) MGG Strategic SIC AF SIF S.A. - MGG Strategic ("MGG Strategic") directly holds 19,774,062 Class A Shares and (b) GG 1978 SICAF SIF S.A. - GG Strategic ("GG Strategic") directly holds 16,227,473 Class A Shares.
Collectively, the Reporting Persons may be deemed to beneficially own an aggregate of 36,001,535 Class A Shares, representing beneficial ownership over 8.3% of the outstanding Class A Shares. The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 433,324,905 Class A Shares outstanding as of February 7, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2025.
MGG Strategic is a sub-fund managed and administered by MGG SICAF. A board of directors consisting of M. Germano Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by MGG SICAF. Each member of the board disclaims beneficial ownership over such shares. MGG SICAF is owned by the MGG Trust of which M. Germano Giuliani is the beneficiary. The MGG Trust is the 100% economic owner of the shares held by MGG Strategic.
GG Strategic is a sub-fund managed and administered by GG 1978 SICAF. 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 GG 1978 SICAF. Each member of the board disclaims beneficial ownership over such shares. GG 1978 SICAF is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary (together with the MGG Trust, the "Trusts"). The GG Trust is the 100% economic owner of the shares held by GG Strategic. Each of M. Germano Giuliani and Giammaria Giuliani disclaim beneficial ownership over the shares beneficially owned by MGG Strategic and GG Strategic.
The trustee of each of the Trusts is R & H Trust Co. (Guernsey) 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. Each of R & H Trust Co. (Guernsey) Limited and Mr. Severgnini disclaims beneficial ownership over the shares beneficially owned by the Trusts.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Persons are the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a "group." | |
| (b) | See Item 5(a) above. | |
| (c) | Except as set forth in this Amendment No. 5 and in Annex B attached hereto as Exhibit 99.2, none of the Reporting Persons has effected any transaction in Class A Shares in the prior 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit No. Description
99.1 Annex A Directors of R & H Trust Co. (Guernsey) Limited*
99.2 Annex B Purchases of Class A Common Stock during the prior 60 days*
*filed herewith | ||
| SIGNATURE | |
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.
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