05/14/2025 | Press release | Distributed by Public on 05/14/2025 15:02
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | $ 0 | 05/12/2025 | G(1) | 867,180 | (2) | (2) | Class A Ordinary Shares | 867,180 | $ 0 | 0 | I | By Spouse | |||
Class B Ordinary Shares | $ 0 | 05/12/2025 | G(1) | 867,180 | (2) | (2) | Class A Ordinary Shares | 867,180 | $ 0 | 0 (3) | D | ||||
Class B Ordinary Shares | $ 0 | (2) | (2) | Class A Ordinary Shares | 9,700,000 | 9,700,000(3) | I | By PL RPH AIV, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Legorreta Pablo G. C/O ROYALTY PHARMA PLC 110 E. 59TH STREET NEW YORK, NY 10022 |
X | CEO, Chairman of the Board |
/s/ Sean Weisberg, as Attorney-in-Fact for Pablo G. Legorreta | 05/14/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects an exempt gift for no consideration of Class B ordinary shares ("Class B Shares") of Royalty Pharma Holdings Ltd ("RPH") from the reporting person's spouse to the reporting person. The Class B Shares held by the reporting person's spouse were originally received in an exempt pro rata distribution pursuant to Rule 16a-9(a). |
(2) | Each Class B Share may be converted at any time into an equivalent number of Class A ordinary shares of the Issuer on a one-for-one basis (at which time, a corresponding number of Class B ordinary shares will also be forfeited and redesignated on a one-for-one basis), and there is no expiration date for such conversion. |
(3) | Reflects the exempt transfer pursuant to Rule 16a-13 of Class B Shares from the reporting person and the GST-Exempt Legorreta 2020 Family Trust to PL RPH AIV, LLC, which is solely beneficially owned by the reporting person. The Class B Shares transferred by the reporting person and the GST-Exempt Legorreta 2020 Family Trust were originally received in exempt pro rata distributions pursuant to Rule 16a-9(a) and the gift transaction reported in this filing. |