08/07/2026 | Press release | Distributed by Public on 08/07/2026 15:24
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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) | ||
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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 | ||||||||
| LP interests in RPI US Partners 2019, LP | (2) | 08/07/2026 | G | 30,000 | (3) | (3) | Class A Ordinary Shares | 300,000 | $ 0 | 662,701 | D | ||||
| LP interests in RPI US Partners 2019, LP | $ 0 | (3) | (3) | Class A Ordinary Shares | 37,074,880 | 3,707,488 | I | By Legorreta Investments LLC | |||||||
| LP interests in RPI US Partners 2019, LP | $ 0 | (3) | (3) | Class A Ordinary Shares | 18,323,630 | 1,832,363 | I | By Legorreta Investments II LLC | |||||||
| LP interests in RPI US Partners 2019, LP | $ 0 | (3) | (3) | Class A Ordinary Shares | 1,470,140 | 147,014 | I | By Spouse | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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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 | 08/07/2026 | |
| **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 the exempt acquisition by the Reporting Person pursuant to Rule 16b-3 of Class A Ordinary Shares of the Issuer in connection with the settlement of Equity Performance Awards. |
| (2) | 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 Amended and Restated Exchange Agreement. No additional value will be paid by the Reporting Person in connection with an exchange. |
| (3) | 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. |
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Remarks: In addition to the Class A Ordinary Shares disclosed above, family vehicles controlled by the Reporting Person hold 9,700,000 Class B Ordinary Shares exchangeable into 9,700,000 Class A Ordinary Shares and 13,356,742 Class E Ordinary Shares of Holdings exchangeable into 13,356,742 Class A Ordinary Shares. Class E Ordinary Shares of Holdings are subject to vesting conditions. |
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