0000950103-21-007079.txt : 20210511 0000950103-21-007079.hdr.sgml : 20210511 20210511210807 ACCESSION NUMBER: 0000950103-21-007079 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210507 FILED AS OF DATE: 20210511 DATE AS OF CHANGE: 20210511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Urist Marshall CENTRAL INDEX KEY: 0001838139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39329 FILM NUMBER: 21913176 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 dp150862_4-urist.xml FORM 4 X0306 4 2021-05-07 0 0001802768 Royalty Pharma plc RPRX 0001838139 Urist Marshall C/O ROYALTY PHARMA PLC 110 EAST 59TH STREET NEW YORK NY 10022 0 1 0 0 EVP & Co-Head Research & Inv. Class A Ordinary Shares 2021-05-07 4 C 0 49700 0 A 49700 D Class A Ordinary Shares 19020 I By IRA LP interests in RPI US Partners 2019, LP 0 2021-05-07 4 C 0 4970 0 D Class A Ordinary Shares 49700 142594 D These Class A Ordinary Shares will be received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"). Each limited partnership interest in RPI US LP ("RPI US LP Interest") will be exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("Holdings"). Each Class B Interest in Holdings so distributed will be exchanged for one Class A Ordinary Share of the Issuer. This exchange will be made pursuant to the terms of the Exchange Agreement dated June 16, 2020, among the Issuer, Holdings, RPI US LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value will be paid by the Reporting Person in connection with the exchange. Represents 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. Upon such exchange, each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged for one Class A Ordinary Share of the Issuer for no additional value. The Reporting Person has agreed to retain and not sell 142,594 RPI US LP Interests convertible into 1,425,940 Class A Ordinary Shares before February 2025 pursuant to an agreement by and between the Reporting Person and RP Management, LLC. This restriction is waivable under certain circumstances. /s/ Jason Mehar, as Attorney-in-Fact, for Marshall Urist 2021-05-11