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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Giuliani Mario Germano
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GISEV FAMILY OFFICE SA, CONTRADA DI SASSELLO 2
3. Date of Earliest Transaction (MM/DD/YYYY)

9/20/2022
(Street)

LUGANO, V8 6900
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/20/2022  S  267815 D$41.0196 (6)22390000 I See Footnotes (1)(2)
Class A Ordinary Shares 9/20/2022  S  130330 D$41.0152 (7)8446810 I See Footnotes (2)(3)
Class A Ordinary Shares 9/21/2022  S  125697 D$41.253 (8)8321113 I See Footnotes (2)(3)
Class A Ordinary Shares         50000 I See Footnotes (2)(4)
Class A Ordinary Shares         3477520 I See Footnotes (2)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Reflects securities held directly by MGG Strategic SICAF SIF S.A. - MGG Strategic, a Luxembourg company ("MGG Strategic"). MGG Strategic is a sub-fund managed and administered by MGG Strategic SICAF SIF S.A. ("MGG SICAF"). A board of directors consisting of M. Germano Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by MGG SICAF. Each member of the board disclaims beneficial ownership over such shares. MGG SICAF is owned by the MGG Trust of which M. Germano Giuliani is the beneficiary. The MGG Trust is the 100% economic owner of the shares held by MGG Strategic. M. Germano Giuliani disclaims beneficial ownership over the shares beneficially owned by MGG Strategic. The trustee of the MGG Trust is GISEV Trustees Limited. The protector of the MGG Trust is Achille G. Severgnini, who has the power to remove and replace the trustee of the MGG Trust.
(2) Each of the Reporting Persons may be deemed to beneficially own the securities reported herein directly or indirectly controlled by it or him, but each (other than the direct holder to the extent of its direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein or are subject to Section 16.
(3) Reflects securities held directly by Skyeline Management Ltd. Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani.
(4) Reflects securities held by the spouse of M. Germano Giuliani.
(5) Reflects securities held directly by Avara Management Ltd.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.55 per share, inclusive. The Reporting Persons undertake to provide to Royalty Pharma plc, any security holder of Royalty Pharma plc, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.19 per share, inclusive. The Reporting Persons undertake to provide to Royalty Pharma plc, any security holder of Royalty Pharma plc, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.545 per share, inclusive. The Reporting Persons undertake to provide to Royalty Pharma plc, any security holder of Royalty Pharma plc, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Giuliani Mario Germano
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2
LUGANO, V8 6900
XX

MGG Strategic SICAF SIF S.A. - MGG Strategic
18 AVENUE DE LA PORTE NEUVE
LUXEMBOURG, N4 L-2227

X

MGG Strategic SICAF SIF S.A.
18 AVENUE DE LA PORTE NEUVE
LUXEMBOURG, N4 L-2227

X

Skyeline Management Ltd
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2
LUGANO, V8 6900

X

Avara Management Ltd
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2
LUGANO, V8 6900

X


Signatures
MARIO GERMANO GIULIANI By: /s/ Mario Germano Giuliani9/22/2022
**Signature of Reporting PersonDate

MGG STRATEGIC SICAF SIF S.A. - MGG Strategic By: /s/ Achille G. Severgnini, Title: Director By: /s/ Mario Germano Giuliani, Title: Director9/22/2022
**Signature of Reporting PersonDate

MGG STRATEGIC SICAF SIF S.A. By: /s/ Achille G. Severgnini, Title: Director By: /s/ Mario Germano Giuliani, Title: Director9/22/2022
**Signature of Reporting PersonDate

SKYELINE MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director By: /s/ Achille G. Severgnini, Title: Director9/22/2022
**Signature of Reporting PersonDate

AVARA MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director, By: /s/ Achille G. Severgnini, Title: Director9/22/2022
**Signature of Reporting PersonDate


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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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