0000902664-20-002464.txt : 20200622
0000902664-20-002464.hdr.sgml : 20200622
20200622173115
ACCESSION NUMBER: 0000902664-20-002464
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200618
FILED AS OF DATE: 20200622
DATE AS OF CHANGE: 20200622
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gross Phillip
CENTRAL INDEX KEY: 0001403413
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39329
FILM NUMBER: 20979735
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Atchinson Robert
CENTRAL INDEX KEY: 0001403404
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39329
FILM NUMBER: 20979736
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adage Capital Advisors, L.L.C.
CENTRAL INDEX KEY: 0001403403
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39329
FILM NUMBER: 20979737
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-867-2800
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Adage Capital Partners, L.P.
CENTRAL INDEX KEY: 0001163846
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39329
FILM NUMBER: 20979738
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET, 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 867-2800
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET, 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: ADAGE CAPITAL PARTNERS LP
DATE OF NAME CHANGE: 20011219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ADAGE CAPITAL PARTNERS GP, L.L.C.
CENTRAL INDEX KEY: 0001165408
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39329
FILM NUMBER: 20979739
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 867-2800
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET, 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: ADAGE CAPITAL PARTNERS GP LLC
DATE OF NAME CHANGE: 20020117
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Royalty Pharma plc
CENTRAL INDEX KEY: 0001802768
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 110 EAST 59TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 883-0200
MAIL ADDRESS:
STREET 1: 110 EAST 59TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
ownership.xml
X0306
4
2020-06-18
0
0001802768
Royalty Pharma plc
RPRX
0001165408
ADAGE CAPITAL PARTNERS GP, L.L.C.
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001163846
Adage Capital Partners, L.P.
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001403403
Adage Capital Advisors, L.L.C.
200 CLARENDON STREET
52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001403404
Atchinson Robert
200 CLARENDON STREET
52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001403413
Gross Phillip
200 CLARENDON STREET
52ND FLOOR
BOSTON
MA
02116
0
0
1
0
Class A Ordinary Shares
2020-06-18
4
C
0
43015330
0
A
43015330
I
See footnote
Class A Ordinary Shares
2020-06-18
4
P
0
3000000
28
A
46015330
I
See footnote
LP interests in RPI International Holdings 2019, LP
0
2020-06-18
4
C
0
4637046
0
D
Class A Ordinary Shares
43015330
335513
I
See footnote
Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares").
These Class A Ordinary Shares were received by the Reporting Person 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 by the Reporting Person 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.
The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities.
Each RPI Intl. LP Interest represents a right to receive a distribution of ten Class B Interests in Holdings at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value.
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.
/s/ Robert Atchinson
2020-06-22
/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
2020-06-22
/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
2020-06-22
/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson
2020-06-22
/s/ Phillip Gross
2020-06-22