01/06/2026 | Press release | Distributed by Public on 01/06/2026 15:21
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class E Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 706,393(1) | $0 | I | See Footnote (1) |
| Restricted Share Units (RSU) | (2) | (2) | Class A Ordinary Shares | 24,441 | $0 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McGivern Arthur Richard C/O ROYALTY PHARMA PLC 110 EAST 59TH STREET NEW YORK, NY 10022 |
EVP, Investments & GC | |||
| /s/ Sean Weisberg, as Attorney-in-Fact for Arthur R. McGivern | 01/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Each Class E ordinary share ("Class E Share") of Royalty Pharma Holdings Ltd ("RPH") will vest in installments over a 8-year period. Once vested, the Class E Shares may be converted at any time into an equivalent number of Class B ordinary shares of RPH ("Class B Shares") on a one-for-one basis, and there is no expiration date for such conversion. 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 and there is no expiration date for such conversion. |
| (2) | The RSUs vest quarterly as to 1/16th of the total RSUs underlying the original grant on October 11, 2022, subject to continued service through each vesting date. |
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Remarks: Exhibit List - Exhibit 24.1 - Power of Attorney |
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