SEC FORM 3

SEC Form 3

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^*

Legorreta Pablo G.

(Last)

(First)

(Middle)

C/O ROYALTY PHARMA PLC

110 E. 59TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
LP interests in RPI US Partners 2019, LP	⁽¹⁾⁽²⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001 per share	9,427,380	$0	I	By Legorreta Investments LLC
LP interests in RPI US Partners 2019, LP	⁽¹⁾⁽³⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001 per share	1,121,560	$0	I	By Legorreta Children 2002 Trust
LP interests in RPI US Partners 2019, LP	⁽¹⁾⁽⁴⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001 per share	1,384,790	$0	I	By GST-Exempt Legorreta 2012 Family Trust
LP interests in RPI US Partners 2019, LP	⁽¹⁾⁽⁵⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001 per share	48,680,330	$0	I	By Legorreta Investments LLC
LP interests in RPI International Holdings 2019, LP	⁽⁶⁾⁽⁷⁾	⁽⁶⁾	Class A Ordinary Shares, par value $0.0001 per share	132,930	$0	I	By IRRA
LP interests in RPI International Holdings 2019, LP	⁽⁶⁾⁽⁸⁾	⁽⁶⁾	Class A Ordinary Shares, par value $0.0001 per share	127,740	$0	I	By SEP/IRA
ICAI Interests	⁽⁹⁾	⁽⁹⁾	Limited Partnership interests in RPI US Partners 2019, LP⁽¹⁾	1,677,574	$0	I	By Legorreta Investments LLC

Explanation of Responses:

1. 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 Royalty Pharma Holdings Ltd, ("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, par value $0.0001 per share ("Class A Ordinary Share") of the Issuer for no additional value.

2. Includes RPI US LP Interests convertible into 672,270 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 US LP Interests convertible into 81,150 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 US LP Interests convertible into 100,200 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 US LP Interests convertible into 37,432,416 Class A Ordinary Shares that are subject to an agreement by and between the reporting person and Royalty Pharma plc under which the reporting person has agreed to retain and not sell such interests before February 2025. This restriction is waivable under certain circumstances.

6. Represents limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP Interests"). Each RPI Intl. LP Interest represents 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 exchange for one Class A Ordinary Share of the Issuer for no additional value.

7. Includes RPI Intl. LP Interests convertible into 9,620 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.

8. Includes RPI Intl. LP Interests convertible into 9,240 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.

9. These ICAI Interests represent a grant of up to 1,677,574 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.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Jason Mehar, as Attorney-in-Fact, for Pablo G. Legorreta	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).
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