| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2020 | 3. Issuer Name and Ticker or Trading Symbol Royalty Pharma plc [ RPRX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| LP interests in RPI International Holdings 2019, LP | (1)(2) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 9,785,140 | 0 | I | See Footnotes(6)(8)(13) |
| LP interests in RPI International Holdings 2019, LP | (1)(3) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 3,497,840 | 0 | I | See Footnotes(7)(8)(13) |
| LP interests in RPI International Holdings 2019, LP | (1)(4) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 25,214,380 | 0 | I | See Footnotes(9)(11)(12)(13) |
| LP interests in RPI International Holdings 2019, LP | (1)(5) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 24,714,380 | 0 | I | See Footnotes(10)(11)(12)(13) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents limited partnership interests ("RPI Intl. LP Interests") in RPI International Holdings 2019, LP ("RPI Intl. Holdings"). 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 Royalty Pharma Holdings Ltd. ("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. |
| 2. 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. |
| 3. 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. |
| 4. Includes RPI Intl. LP Interests convertible into 1,824,380 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. |
| 5. Includes RPI Intl. LP Interests convertible into 1,788,210 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. |
| 6. Reflects securities held directly by Skyeline Management Ltd. |
| 7. Reflects securities held directly by Avara Management Ltd. |
| 8. Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani. |
| 9. Reflects securities held directly by Nogra Group SICAF SIF MGG Strategic ("MGG Strategic"). |
| 10. Reflects securities held directly by Nogra Group SICAF SIF GG Strategic ("GG Strategic", and together with MGG Strategic, the "Nogra Funds") |
| 11. 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. |
| 12. 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. |
| 13. 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. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| MARIO GERMANO GIULIANI /s/ Mario Germano Giuliani Title: Attorney-in-Fact | 06/15/2020 | |
| SKYELINE MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director /s/ Achille G. Severgnini Title: Director | 06/15/2020 | |
| AVARA MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director /s/ Achille G. Severgnini Title: Director | 06/15/2020 | |
| NOGRA GROUP SICAF SIF MGG STRATEGIC /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director | 06/15/2020 | |
| NOGRA GROUP SICAF SIF GG STRATEGIC /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director | 06/15/2020 | |
| NOGRA GROUP SICAF - SIF S.A. /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director | 06/15/2020 | |
| ACHILLE G. SEVERGNINI /s/ Achille G. Severgnini | 06/15/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
