Sec Form 3 Filing - FORD WILLIAM E @ Royalty Pharma plc - 2020-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FORD WILLIAM E
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ROYALTY PHARMA PLC, 110 E. 59TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2020
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Limited Partnership interests in RPI US Partners 2019, LP $ 0 ( 1 )( 2 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 26,673,850 I By General Atlantic (RP) Collections LLC ( 3 ) ( 4 )
Limited Partnership interests in RPI US Partners 2019, LP $ 0 ( 1 )( 5 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 1,713,500 I By Steamboat Park Investments LLC ( 6 )
Limited Partnership interests in RPI US Partners 2019, LP $ 0 ( 1 )( 7 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 761,270 I By Groton Restricted Fund LP ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FORD WILLIAM E
C/O ROYALTY PHARMA PLC
110 E. 59TH STREET
NEW YORK, NY10022
X
Signatures
/s/ Jason Mehar, as Attorney-in-Fact, for William E. Ford 06/15/2020
Signature of Reporting Person Date
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 1,929,880 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 )The Reporting Person is employed by an entity affiliated with General Atlantic (RP) Collections, LLC ("GA RP Collections"). The members of GA RP Collections that share beneficial ownership of the interests held by GA RP Collections are indirectly held by the following General Atlantic investment funds: General Atlantic Partners AIV-1 A, L.P. ("GAP AIV-1 A"), General Atlantic Partners AIV-1 B, L.P. "(GAP AIV-1 B"), GAP Coinvestments CDA, L.P. ("GAPCO CDA"), GAP Coinvestments III, LLC ("GAPCO III"), GAP Coinvestments IV, L.P. ("GAPCO IV") and GAP Coinvestments V, LLC ("GAPCO V"). General Atlantic (SPV) GP, LLC ("GA SPV") is the sole non-member manager of GA RP Collections. The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P. ("GA GenPar").
( 4 )The general partner of GA GenPar is General Atlantic LLC ("GA LLC"). GA LLC is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the "GA Management Committee"). The Reporting Person is a member of the GA Management Committee and is Chief Executive Officer and a Managing Director of GA LLC. GA LLC, GA GenPar, GA SPV, GAP AIV-1 A, GAP AIV-1 B, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA are a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he or she has a pecuniary interest therein.
( 5 )Includes RPI US LP Interests convertible into 123,980 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.
( 6 )The Reporting Person has a private membership interest in Steamboat Park Investments, LLC ("SPI"), a U.S. based entity within the General Atlantic private equity group, as an individual and through a family vehicle, and is an officer and a member of the Board of Managers of SPI. The Reporting Person disclaims ownership of such ordinary shares except to the extent he has a pecuniary interest therein.
( 7 )Includes RPI US LP Interests convertible into 55,116 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 )The Reporting Person has a private membership interest in Madison Park Capital, LLC ("MPC"), a U.S. based entity within the General Atlantic private equity group, and is an officer and a member of the Board of Managers of MPC. Each of SPI and MPC maintains an investment as a limited partner of Groton Restricted Fund LP. The Reporting Person disclaims ownership of such ordinary shares except to the extent he has a pecuniary interest therein.

Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney

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