Sec Form 3 Filing - Legorreta Pablo G. @ Royalty Pharma plc - 2020-06-15

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 Legorreta Pablo G. 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 X __ Officer (give title below) _____ Other (specify below) CEO, Chairman of the Board (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 LP interests in RPI US Partners 2019, LP $ 0 ( 1 )( 2 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 9,427,380 I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 ( 1 )( 3 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 1,121,560 I By Legorreta Children 2002 Trust LP interests in RPI US Partners 2019, LP $ 0 ( 1 )( 4 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 1,384,790 I By GST-Exempt Legorreta 2012 Family Trust LP interests in RPI US Partners 2019, LP $ 0 ( 1 )( 5 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 48,680,330 I By Legorreta Investments LLC LP interests in RPI International Holdings 2019, LP $ 0 ( 6 )( 7 ) ( 6 ) Class A Ordinary Shares, par value $0.0001 per share 132,930 I By IRRA LP interests in RPI International Holdings 2019, LP $ 0 ( 6 )( 8 ) ( 6 ) Class A Ordinary Shares, par value $0.0001 per share 127,740 I By SEP/IRA ICAI Interests $ 0 ( 9 ) ( 9 ) Limited Partnership interests in RPI US Partners 2019, LP ( 1 ) 1,677,574 I By Legorreta Investments LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Legorreta Pablo G. C/O ROYALTY PHARMA PLC 110 E. 59TH STREET NEW YORK, NY10022 X CEO, Chairman of the Board Signatures /s/ Jason Mehar, as Attorney-in-Fact, for Pablo G. Legorreta 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 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

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