Sec Form 4 Filing - Legorreta Pablo G. @ Royalty Pharma plc - 2020-06-16

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 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 X __ 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) 06/16/2020 (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 Class A Ordinary Shares 06/16/2020 C( 1 ) 493,750 A $ 0 493,750 I By Legorreta Investments LLC Class A Ordinary Shares 10/20/2020 C( 1 ) 428,420 A $ 0 922,170 I By Legorreta Investments LLC Class A Ordinary Shares 04/14/2022 J( 2 ) 462,031 D $ 0 0( 3 ) I By Legorreta Investments II LLC Class A Ordinary Shares 04/14/2022 J( 5 ) 350,000 D $ 0 63,795( 4 ) D Class A Ordinary Shares 1,284,590( 4 ) I By GST-Exempt Legorreta 2012 Family Trust Class A Ordinary Shares 41,306( 4 ) I By GST-Exempt Legorreta 2020 Family Trust Class A Ordinary Shares 10,000 I By Child Class A Ordinary Shares 10,000 I By Child Class A Ordinary Shares 123,310 I By IRRA Class A Ordinary Shares 118,500 I By SEP/IRA Class A Ordinary Shares 1,040,410 I By Legorreta Children 2002 Trust Class A Ordinary Shares 6,930( 4 ) I By Spouse

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 ICAI Interests $ 0 06/16/2020 C( 1 ) 49,375 ( 6 ) ( 6 ) Limited Partnership interests in RPI US Partners 2019, LP( 7 ) 49,375 $ 0 1,669,699 I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 06/16/2020 C( 1 ) 49,375 ( 7 ) ( 7 ) Class A Ordinary Shares 493,750 $ 0 5,797,646( 11 ) I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 06/16/2020 C( 1 ) 49,375 ( 7 ) ( 7 ) Class A Ordinary Shares 493,750 $ 0 5,748,271( 11 ) I By Legorreta Investments LLC ICAI Interests $ 0 10/20/2020 C( 1 ) 42,842 ( 6 ) ( 6 ) Limited Partnership interests in RPI US Partners 2019, LP( 7 ) 42,842 $ 0 1,626,857 I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 10/20/2020 C( 1 ) 42,842 ( 7 ) ( 7 ) Class A Ordinary Shares 428,420 $ 0 5,791,113( 11 ) I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 10/20/2020 C( 1 ) 42,842 ( 7 ) ( 7 ) Class A Ordinary Shares 428,420 $ 0 5,748,271( 11 ) I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 03/23/2021 J( 8 ) 15,947 ( 7 ) ( 7 ) Class A Ordinary Shares 159,470 ( 8 ) 2,850,640( 3 )( 9 )( 11 ) I By Legorreta Investments LLC LP interests in RPI US Partners 2019, LP $ 0 03/23/2021 J( 8 ) 16,012 ( 7 ) ( 7 ) Class A Ordinary Shares 160,120 ( 8 ) 2,862,363( 3 )( 11 ) I By Legorreta Investments II LLC ICAI Interests $ 0 06/30/2021 J( 10 ) 73,332 ( 6 ) ( 6 ) Limited Partnership interests in RPI US Partners 2019, LP( 7 ) 73,332 ( 10 ) 73,332 D ICAI Interests $ 0 ( 6 ) ( 6 ) Limited Partnership interests in RPI US Partners 2019, LP( 7 ) 815,098 815,098( 3 ) I By Legorreta Investments II LLC LP interests in RPI US Partners 2019, LP $ 0 ( 7 ) ( 7 ) Class A Ordinary Shares 1,470,140 147,014 I By Spouse

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 X CEO, Chairman of the Board Signatures /s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta 04/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These Class A Ordinary Shares were received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"), which were themselves received upon conversion of ICAI Interests. Each ICAI Interest was exchanged for limited partnership interest in RPI US LP ("RPI US LP Interest") on a one-for-one basis. Each RPI US LP Interest was then exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("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 Issuer, Holdings, RPI US LP, RPI International Holdings 2019, 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 these exchanges. ( 2 )Reflects the pro rata distribution from Legorreta Investments II LLC to their respective members for no consideration. ( 3 )Reflects the exempt transfer pursuant to Rule 16a-13 of certain ICAI Interests, RPI US LP Interests and Class A Ordinary Shares from Legorreta Investments LLC to Legorreta Investments II LLC. As of the filing date, Legorreta Investments LLC has 811,759 ICAI Interests and 460,139 Class A Ordinary Shares. ( 4 )Reflects shares received in exempt pro rata distribution pursuant to Rule 16a-9(a) from Legorreta Investments II LLC, 413,795 Class A ordinary shares to the Reporting Person directly, 6,930 Class A ordinary shares to the Reporting Person's spouse and 41,306 Class A ordinary shares to the GST-Exempt 2020 Family Trust. ( 5 )Represents the transfer by the Reporting Person of Class A ordinary shares for no consideration to RP Management Equity Incentive Plan Trust. ( 6 )These ICAI Interests represent a grant of up to an equivalent number of 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. ( 7 )Represents RPI US LP Interests. Each RPI US LP Interest 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 US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. ( 8 )Reflects the automatic transfers of RPI US LP Interests for no consideration from an employee of RP Management, LLC to Legorreta Investments LLC and Legorreta Investments II LLC in connection with a tax withholding event. ( 9 )Reflects the forfeiture of 67,227 RPI US LP Interests without the payment of any consideration. ( 10 )Reflects the automatic transfer of ICAI Interests to the Reporting Person for no consideration upon the forfeiture of such ICAI Interests due to the retirement of an employee of RP Management, LLC. ( 11 )The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 Class A Ordinary Shares before February 2025 pursuant to an agreement by and between the Reporting Person and RP Management, LLC. This restriction is waivable under certain circumstances.

Remarks: Exhibit 24.1 - Power of Attorney

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