Sec Form 4 Filing - ADAGE CAPITAL PARTNERS GP, L.L.C. @ Royalty Pharma plc - 2020-06-18

FORM 4 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 ADAGE CAPITAL PARTNERS GP, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Royalty Pharma plc [ RPRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 52ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2020 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Ordinary Shares ( 1 ) 06/18/2020 C( 2 )( 3 ) 43,015,330 A $ 0 ( 2 ) 43,015,330 I See footnote ( 4 ) Class A Ordinary Shares 06/18/2020 P 3,000,000 A $ 28 46,015,330 I See footnote ( 4 )

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 o f Shares LP interests in RPI International Holdings 2019, LP $ 0 ( 2 ) 06/18/2020 C( 2 )( 3 ) 4,637,046 ( 5 ) ( 5 ) Class A Ordinary Shares 43,015,330 $ 0 335,513 ( 6 ) I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADAGE CAPITAL PARTNERS GP, L.L.C. 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA02116 X Adage Capital Partners, L.P. 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA02116 X Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Signatures /s/ Robert Atchinson 06/22/2020 Signature of Reporting Person Date /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 06/22/2020 Signature of Reporting Person Date /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 06/22/2020 Signature of Reporting Person Date /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 06/22/2020 Signature of Reporting Person Date /s/ Phillip Gross 06/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares"). ( 2 )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. ( 3 )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. ( 4 )The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities. ( 5 )Each RPI Intl. LP Interest represents a right to receive a distribution of ten Class B Interests in Holdings at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value. ( 6 )All of these interests 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.

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 4(b)(v).

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