Form 4 for RPRX Royalty Pharma plc
Accepted 2022-04-15 00:00:00 ET · period of report 2020-06-16 · accession 0000950103-22-006475 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-04-15 | 2022-04-14 | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | J - Other | $0.00 | -350.0K | 63.8K | -85% | $0 |
| DI | 2022-04-15 | 2022-04-14 | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | J - Other | $0.00 | -462.0K | 0 | -100% | $0 |
| DMI | 2022-04-15 | 2020-06-16+ | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | C - Cnv Deriv | $0.00 | +922.2K | 493.8K | New | $0 |
| DMI | 2022-04-15 | 2020-06-16+ | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | C - Cnv Deriv | $0.00 | -92.2K | 1.67M | -5% | $0 |
| DMI | 2022-04-15 | 2021-03-23 | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | J - Other | — | +32.0K | 2.86M | +1% | — |
| D | 2022-04-15 | 2021-06-30 | RPRX | Legorreta Pablo G. | CEO, COB, Dir, 10% | J - Other | — | +73.3K | 73.3K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Ordinary Shares | 2022-04-14 | J | D | 350,000 | $0.00 | 63,795 | D | — | — | (F4) Reflects shares received in exempt pro rata distribution pursuant to Rule 16a-9(a) from Legorreta Investments II LLC, 413,795 Class A ordinary shares to the Reporting Person directly, 6,930 Class A ordinary shares to the Reporting Person's spouse and 41,306 Class A ordinary shares to the GST-Exempt 2020 Family Trust. |
| 2 | Common | Class A Ordinary Shares | 2022-04-14 | J | D | 462,031 | $0.00 | 0 | I By Legorreta Investments II LLC | — | — | (F3) Reflects the exempt transfer pursuant to Rule 16a-13 of certain ICAI Interests, RPI US LP Interests and Class A Ordinary Shares from Legorreta Investments LLC to Legorreta Investments II LLC. As of the filing date, Legorreta Investments LLC has 811,759 ICAI Interests and 460,139 Class A Ordinary Shares. |
| 3 | Common | Class A Ordinary Shares | 2020-10-20 | C | A | 428,420 | $0.00 | 922,170 | I By Legorreta Investments LLC | — | — | |
| 4 | Common | Class A Ordinary Shares | 2020-06-16 | C | A | 493,750 | $0.00 | 493,750 | I By Legorreta Investments LLC | — | — | |
| 5 | Derivative | LP interests in RPI US Partners 2019, LP | 2020-06-16 | C | D | 49,375 | $0.00 | 5,748,271 | I By Legorreta Investments LLC | $0.00 · — to — | 493,750 Class A Ordinary Shares | (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 6 | Derivative | ICAI Interests | 2020-10-20 | C | D | 42,842 | $0.00 | 1,626,857 | I By Legorreta Investments LLC | $0.00 · — to — | 42,842 Limited Partnership interests in RPI US Partners 2019, LP | (F6) These ICAI Interests represent a grant of up to an equivalent number of RPI US LP Interests and expire on December 15, 2023. The full number of RPI US LP Interests is issuable in respect of these ICAI Interests if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share. |
| 7 | Derivative | LP interests in RPI US Partners 2019, LP | 2020-10-20 | C | A | 42,842 | $0.00 | 5,791,113 | I By Legorreta Investments LLC | $0.00 · — to — | 428,420 Class A Ordinary Shares | (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 8 | Derivative | LP interests in RPI US Partners 2019, LP | 2020-10-20 | C | D | 42,842 | $0.00 | 5,748,271 | I By Legorreta Investments LLC | $0.00 · — to — | 428,420 Class A Ordinary Shares | (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 9 | Derivative | LP interests in RPI US Partners 2019, LP | 2021-03-23 | J | A | 15,947 | — | 2,850,640 | I By Legorreta Investments LLC | $0.00 · — to — | 159,470 Class A Ordinary Shares | (F8) Reflects the automatic transfers of RPI US LP Interests for no consideration from an employee of RP Management, LLC to Legorreta Investments LLC and Legorreta Investments II LLC in connection with a tax withholding event. (F3) Reflects the exempt transfer pursuant to Rule 16a-13 of certain ICAI Interests, RPI US LP Interests and Class A Ordinary Shares from Legorreta Investments LLC to Legorreta Investments II LLC. As of the filing date, Legorreta Investments LLC has 811,759 ICAI Interests and 460,139 Class A Ordinary Shares. (F9) Reflects the forfeiture of 67,227 RPI US LP Interests without the payment of any consideration. (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 10 | Derivative | LP interests in RPI US Partners 2019, LP | 2021-03-23 | J | A | 16,012 | — | 2,862,363 | I By Legorreta Investments II LLC | $0.00 · — to — | 160,120 Class A Ordinary Shares | (F8) Reflects the automatic transfers of RPI US LP Interests for no consideration from an employee of RP Management, LLC to Legorreta Investments LLC and Legorreta Investments II LLC in connection with a tax withholding event. (F3) Reflects the exempt transfer pursuant to Rule 16a-13 of certain ICAI Interests, RPI US LP Interests and Class A Ordinary Shares from Legorreta Investments LLC to Legorreta Investments II LLC. As of the filing date, Legorreta Investments LLC has 811,759 ICAI Interests and 460,139 Class A Ordinary Shares. (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 11 | Derivative | ICAI Interests | 2021-06-30 | J | A | 73,332 | — | 73,332 | D | $0.00 · — to — | 73,332 Limited Partnership interests in RPI US Partners 2019, LP | (F10) Reflects the automatic transfer of ICAI Interests to the Reporting Person for no consideration upon the forfeiture of such ICAI Interests due to the retirement of an employee of RP Management, LLC. (F6) These ICAI Interests represent a grant of up to an equivalent number of RPI US LP Interests and expire on December 15, 2023. The full number of RPI US LP Interests is issuable in respect of these ICAI Interests if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share. |
| 12 | Derivative | LP interests in RPI US Partners 2019, LP | 2020-06-16 | C | A | 49,375 | $0.00 | 5,797,646 | I By Legorreta Investments LLC | $0.00 · — to — | 493,750 Class A Ordinary Shares | (F11) The Reporting Person has agreed to retain and not sell 5,103,392 RPI US LP Interests convertible into 51,033,928 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. (F7) 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. Each Class B Interest in Holdings issued in exchange for a RPI US LP Interest will be exchanged upon such exchange for one Class A Ordinary Share of the Issuer for no additional value. |
| 13 | Derivative | ICAI Interests | 2020-06-16 | C | D | 49,375 | $0.00 | 1,669,699 | I By Legorreta Investments LLC | $0.00 · — to — | 49,375 Limited Partnership interests in RPI US Partners 2019, LP | (F6) These ICAI Interests represent a grant of up to an equivalent number of RPI US LP Interests and expire on December 15, 2023. The full number of RPI US LP Interests is issuable in respect of these ICAI Interests if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The number of RPI US LP Interests issuable in respect of these ICAI Interests scales linearly from 0% at $20.51 per share to 100% at $32.30 per share. |