Form 4 for RPRX Royalty Pharma plc
Accepted 2023-11-14 00:00:00 ET · period of report 2023-11-13 · accession 0001802768-23-000032 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-11-14 | 2023-11-13 | RPRX | Lloyd George W. | EVP, CLO, Investments | C - Cnv Deriv | $0.00 | +150.0K | 80.0K | New | $0 |
| DMI | 2023-11-14 | 2023-11-13 | RPRX | Lloyd George W. | EVP, CLO, Investments | C - Cnv Deriv | $0.00 | -15.0K | 245.3K | -6% | $0 |
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 | 2023-11-13 | C | A | 100,000 | $0.00 | 220,000 | I By GWL 2014 G, LLC | — | — | (F1) These Class A Ordinary Shares will be received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"). Each limited partnership interest in RPI US LP ("RPI US LP Interest") will 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. This exchange 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 the exchange. (F2) 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 4,573,096 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. |
| 2 | Common | Class A Ordinary Shares | 2023-11-13 | C | A | 50,000 | $0.00 | 80,000 | I By GWL 2020 G, LLC | — | — | (F1) These Class A Ordinary Shares will be received by the Reporting Person in exchange for limited partnership interests in RPI US Partners 2019, LP ("RPI US LP"). Each limited partnership interest in RPI US LP ("RPI US LP Interest") will 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. This exchange 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 the exchange. (F2) 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 4,573,096 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. |
| 3 | Derivative | LP interests in RPI US Partners 2019, LP | 2023-11-13 | C | D | 10,000 | $0.00 | 162,680 | I By GWL 2014 G, LLC | $0.00 · — to — | 100,000 Class A Ordinary Shares | (F2) 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 4,573,096 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. (F3) 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. |
| 4 | Derivative | LP interests in RPI US Partners 2019, LP | 2023-11-13 | C | D | 5,000 | $0.00 | 245,299 | I By GWL 2020 G, LLC | $0.00 · — to — | 50,000 Class A Ordinary Shares | (F2) 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 4,573,096 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. (F3) 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. |