0000950103-20-011725.txt : 20200615 0000950103-20-011725.hdr.sgml : 20200615 20200615215644 ACCESSION NUMBER: 0000950103-20-011725 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200615 FILED AS OF DATE: 20200615 DATE AS OF CHANGE: 20200615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giuliani Mario Germano CENTRAL INDEX KEY: 0001814882 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964869 MAIL ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Skyeline Management Ltd CENTRAL INDEX KEY: 0001814877 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964870 BUSINESS ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 BUSINESS PHONE: 41919732890 MAIL ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avara Management Ltd CENTRAL INDEX KEY: 0001814934 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964871 BUSINESS ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 BUSINESS PHONE: 41919732890 MAIL ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nogra Group SICAF SIF MGG Strategic CENTRAL INDEX KEY: 0001814889 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964872 BUSINESS ADDRESS: STREET 1: C/O NOGRA GROUP SICAF-SIF S.A. STREET 2: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 BUSINESS PHONE: 352 26200068 MAIL ADDRESS: STREET 1: C/O NOGRA GROUP SICAF-SIF S.A. STREET 2: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nogra Group SICAF SIF GG Strategic CENTRAL INDEX KEY: 0001814890 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964873 BUSINESS ADDRESS: STREET 1: C/O NOGRA GROUP SICAF-SIF S.A. STREET 2: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 BUSINESS PHONE: 352 26200068 MAIL ADDRESS: STREET 1: C/O NOGRA GROUP SICAF-SIF S.A. STREET 2: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nogra Group SICAF - SIF S.A. CENTRAL INDEX KEY: 0001814891 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964874 BUSINESS ADDRESS: STREET 1: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 BUSINESS PHONE: 352 26200068 MAIL ADDRESS: STREET 1: 18 AVENUE DE LA PORTE NEUVE CITY: LUXEMBOURG STATE: N4 ZIP: L-2227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Severgnini Achille G. CENTRAL INDEX KEY: 0001814880 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20964875 MAIL ADDRESS: STREET 1: C/O GISEV FAMILY OFFICE SA STREET 2: CONTRADA DI SASSELLO 2 CITY: LUGANO STATE: V8 ZIP: 6900 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 3 1 dp130272_3-giuliani.xml FORM 3 X0206 3 2020-06-15 0 0001802768 Royalty Pharma plc RPRX 0001814882 Giuliani Mario Germano C/O GISEV FAMILY OFFICE SA CONTRADA DI SASSELLO 2 LUGANO V8 6900 SWITZERLAND 1 0 1 0 0001814877 Skyeline Management Ltd C/O GISEV FAMILY OFFICE SA CONTRADA DI SASSELLO 2 LUGANO V8 6900 SWITZERLAND 0 0 1 0 0001814934 Avara Management Ltd C/O GISEV FAMILY OFFICE SA CONTRADA DI SASSELLO 2 LUGANO V8 6900 SWITZERLAND 0 0 1 0 0001814889 Nogra Group SICAF SIF MGG Strategic C/O NOGRA GROUP SICAF-SIF S.A. 18 AVENUE DE LA PORTE NEUVE LUXEMBOURG N4 L-2227 LUXEMBOURG 0 0 1 0 0001814890 Nogra Group SICAF SIF GG Strategic C/O NOGRA GROUP SICAF-SIF S.A. 18 AVENUE DE LA PORTE NEUVE LUXEMBOURG N4 L-2227 LUXEMBOURG 0 0 1 0 0001814891 Nogra Group SICAF - SIF S.A. 18 AVENUE DE LA PORTE NEUVE LUXEMBOURG N4 L-2227 LUXEMBOURG 0 0 1 0 0001814880 Severgnini Achille G. C/O GISEV FAMILY OFFICE SA CONTRADA DI SASSELLO 2 LUGANO V8 6900 SWITZERLAND 0 0 1 0 LP interests in RPI International Holdings 2019, LP 0 Class A Ordinary Shares, par value $0.0001 per share 9785140 I See Footnotes LP interests in RPI International Holdings 2019, LP 0 Class A Ordinary Shares, par value $0.0001 per share 3497840 I See Footnotes LP interests in RPI International Holdings 2019, LP 0 Class A Ordinary Shares, par value $0.0001 per share 25214380 I See Footnotes LP interests in RPI International Holdings 2019, LP 0 Class A Ordinary Shares, par value $0.0001 per share 24714380 I See Footnotes 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. 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. 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. 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. 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. 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. Exhibit List - Exhibit 24.1 - Power of Attorney MARIO GERMANO GIULIANI /s/ Mario Germano Giuliani Title: Attorney-in-Fact 2020-06-15 SKYELINE MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director /s/ Achille G. Severgnini Title: Director 2020-06-15 AVARA MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director /s/ Achille G. Severgnini Title: Director 2020-06-15 NOGRA GROUP SICAF SIF MGG STRATEGIC /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director 2020-06-15 NOGRA GROUP SICAF SIF GG STRATEGIC /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director 2020-06-15 NOGRA GROUP SICAF - SIF S.A. /s/ Achille G. Severgnini Title: Director /s/ Giammaria Giuliani Title: Director 2020-06-15 ACHILLE G. SEVERGNINI /s/ Achille G. Severgnini 2020-06-15 EX-24.1 2 dp130272_3-ex24.htm EXHIBIT 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of George Lloyd, Jason Mehar and Jacqueline Ostendorf as the undersigned’s true and lawful attorneys-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Royalty Pharma plc (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 2020.

 

Signature: _/s/ M. Germano Giuliani_____

Print Name: M. Germano Giuliani