0000950103-20-012254.txt : 20200623 0000950103-20-012254.hdr.sgml : 20200623 20200623212128 ACCESSION NUMBER: 0000950103-20-012254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200615 FILED AS OF DATE: 20200623 DATE AS OF CHANGE: 20200623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coyne Terrance P. CENTRAL INDEX KEY: 0001814876 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 20983650 MAIL ADDRESS: STREET 1: C/O ROYALTY PHARMA PLC STREET 2: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 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 dp130858_4-coyne.xml FORM 4 X0306 4 2020-06-15 0 0001802768 Royalty Pharma plc RPRX 0001814876 Coyne Terrance P. C/O ROYALTY PHARMA PLC 110 EAST 59TH STREET NEW YORK NY 10022 0 1 0 0 EVP & CFO Class A Ordinary Shares 2020-06-18 4 P 0 1500 28 A 1500 D Class A Ordinary Shares 2020-06-18 4 P 0 1450 28 A 1450 I By Spouse Class A Ordinary Shares 2020-06-18 4 C 0 23270 0 A 23270 I By IRA LP interests in RPI US Partners 2019, LP 0 2020-06-15 4 A 0 10755 0 A Class A Ordinary Shares 107550 10755 I By TPC RP, LLC LP interests in RPI US Partners 2019, LP 0 2020-06-15 4 A 0 406491 0 A Class A Ordinary Shares 4064910 406491 I By TPC RP, LLC LP interests in RPI International Holdings 2019, LP 0 2020-06-15 4 A 0 2508 0 A Class A Ordinary Shares 25080 2508 I By IRA ICAI Interests 0 2020-06-15 4 A 0 305000 0 A Limited Partnership interests in RPI US Partners 2019, LP 305000 305000 I By TPC RP, LLC ICAI Interests 0 2020-06-15 4 A 0 48000 0 A Limited Partnership interests in RPI US Partners 2019, LP 48000 48000 I By TPC RP, LLC LP interests in RPI International Holdings 2019, LP 0 2020-06-18 4 C 0 2327 0 D Class A Ordinary Shares 23270 181 I By IRA 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 Reporting Person acquired beneficial ownership of Class B Interests in Holdings and became entitled to indirect rights to exchange such Class B Interests for Class A Ordinary Shares of the Issuer in connection with a reorganization prior to closing of the Issuer's initial public offering (as more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-238632)). The reorganization involved the exchange of interests in Royalty Pharma Investments 2019 ICAV held by RPI US Partners 2019, LP ("RPI US LP") and RPI Intl. LP for interests in Holdings. The reorganization and the acquisition of these exchange rights occurred on June 15, 2020. Represents limited partnership interests in RPI US Partners 2019, LP ("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. Includes RPI US LP Interests convertible into 7,780 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 US LP Interests convertible into 3,251,928 Class A Ordinary Shares that are subject to an agreement by and between the reporting person and RP Management, LLC under which the reporting person has agreed to retain and not sell such interests before February 2025. This restriction is waivable under certain circumstances. Represents limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP Interests"). Each RPI Intl. 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 Intl. LP Interest will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value. Includes RPI Intl. LP Interests convertible into 1,810 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. These ICAI Interests represent a grant of up to 305,000 RPI US LP Interests. These ICAI Interests expire on December 15, 2023, and are subject to four-year vesting, with 25% of the interests vesting on February 12, 2021 and the remainder vesting in 36 equal monthly installments thereafter. Subject to these vesting requirements, the full number of RPI US LP Interests is issuable in respect of these ICAI Interests 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 number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share. These ICAI Interests represent a grant of up to 48,000 limited partnership interests in RPI US Partners 2019, LP ("RPI US LP Interests"). These ICAI Interests expire on December 15, 2023, and are subject to four-year vesting, with 25% of the interests vesting on February 12, 2021 and the remainder vesting in 36 equal monthly installments thereafter. Subject to these vesting requirements, the full number of RPI US LP Interests is issuable in respect of these ICAI Interests 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 number of RPI US LP Interests issuable in respect of these ICAI Interests scales pursuant to a formula from 0% at $28.00 per share to 100% at $32.30 per share. /s/ Jason Mehar, as Attorney-in-Fact, for Terrance P. Coyne 2020-06-23