Statement of Changes in Beneficial Ownership (4)
November 14 2022 - 5:42PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Lloyd George W. |
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc
[
RPRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Investments & CLO |
(Last)
(First)
(Middle)
C/O ROYALTY PHARMA PLC, 110 EAST 59TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2022 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares | 11/10/2022 | | S | | 25000 (1) | D | $43.853 (2) | 165000 | I | By GWL 2020 G, LLC |
Class A Ordinary Shares | 11/10/2022 | | S | | 25000 (1) | D | $43.8515 (3) | 355000 | I | By GWL 2014 G, LLC |
Class A Ordinary Shares | | | | | | | | 495860 | I | By GWL 2013 NG, LLC |
Class A Ordinary Shares | | | | | | | | 273960 | I | By IRA |
Class A Ordinary Shares | | | | | | | | 3000 | D | |
Class A Ordinary Shares | | | | | | | | 4011 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
LP interests in RPI US Partners 2019, LP | (4) | 8/12/2022 | | G (5) |
V
| | 5889 | (6) | (6) | Class A Ordinary Shares | 58890 | $0.00 | 0 | D | |
LP interests in RPI US Partners 2019, LP | $0.00 | | | | | | | (6) | (6) | Class A Ordinary Shares | 2640270 | | 264027 (7) | I | By GWL 2020 G, LLC |
LP interests in RPI US Partners 2019, LP | $0.00 | | | | | | | (6) | (6) | Class A Ordinary Shares | 1726800 | | 172680 (7) | I | By GWL 2014 G, LLC |
Explanation of Responses: |
(1) | Class A Ordinary Shares sold pursuant to a 10b5-1 plan. |
(2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.64 to $43.95 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $43.94 per share. The holder undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | No limited partnership interests in RPI US Partners 2019, LP ("RPI US LP") are being exchanged by the Reporting Person. Each limited partnership interest in RPI US LP ("RPI US LP Interest") may be exchanged for ten Class B Interests in Royalty Pharma Holdings Limited ("Holdings"). Each Class B Interest in Holdings so distributed will be exchanged for one Class A Ordinary Share of the Issuer. Any exchanges will be 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 will be paid by the Reporting Person in connection with an exchange. |
(5) | The Reporting Person made a charitable donation of RPI US LP Interests. No Class A Ordinary Shares or RPI US LP Interests were sold. |
(6) | 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. Upon such exchange, each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged for one Class A Ordinary Share of the Issuer for no additional value. |
(7) | The Reporting Person has agreed to retain and not sell Class A Ordinary Shares and RPI US LP Interests convertible into Class A Ordinary Shares representing approximately 7,397,096 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lloyd George W. C/O ROYALTY PHARMA PLC 110 EAST 59TH STREET NEW YORK, NY 10022 |
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| EVP, Investments & CLO |
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Signatures
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/s/ Sean Weisberg, as Attorney-in-Fact for George W. Lloyd | | 11/14/2022 |
**Signature of Reporting Person | Date |
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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