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

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FORM 3/A
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)
06/15/2020
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 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 1,584,810( 2 ) I By Spouse
LP interests in RPI US Partners 2019, LP $ 0 ( 1 ) ( 1 ) Class A Ordinary Shares, par value $0.0001 per share 8,802,380( 3 ) I By Legorreta Investments LLC
ICAI Interests $ 0 ( 4 ) ( 4 ) LP interests in RPI US Partners 2019, LP( 1 ) 1,719,074( 3 ) 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 04/15/2022
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 )These RPI US LP Interests held by the Reporting Person's Spouse were omitted from the Reporting Person's original Form 3 filing due to an inadvertent administrative error.
( 3 )This amendment to Form 3 is being filed to correct the terms and the number of RPI US LP Interests and ICAI Interests that was incorrectly reported on the Reporting Person's original Form 3 due to an inadvertent administrative error.
( 4 )These ICAI Interests represent a grant of up to 1,719,074 RPI US LP Interests and expire on December 15, 2023. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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