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Filing Details

Accession Number:: 0000902664-20-002464
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-22 17:31:15
Reporting Period:: 2020-06-18

Accepted Time:: 2020-06-22 17:31:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1802768	Royalty Pharma Plc	RPRX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1163846	Adage Capital Partners, L.p.	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	Yes	No
1165408	Adage Capital Partners Gp, L.l.c.	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	Yes	No
1403403	Adage Capital Advisors, L.l.c.	200 Clarendon Street 52Nd Floor Boston MA 02116	No	No	Yes	No
1403404	Robert Atchinson	200 Clarendon Street 52Nd Floor Boston MA 02116	No	No	Yes	No
1403413	Phillip Gross	200 Clarendon Street 52Nd Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Ordinary Shares	Acquisiton	2020-06-18	43,015,330	$0.00	43,015,330	No	4	C	Indirect	See footnote
Class A Ordinary Shares	Acquisiton	2020-06-18	3,000,000	$28.00	46,015,330	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Ordinary Shares	LP interests in RPI International Holdings 2019, LP	Disposition	2020-06-18	4,637,046	$0.00	43,015,330	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
335,513			No	4	C	Indirect

Footnotes

Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares").
These Class A Ordinary Shares were received by the Reporting Person in exchange for limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP"). Each limited partnership interest in RPI Intl. LP ("RPI Intl. LP Interest") was exchanged for ten Class B Interests in Royalty Pharma Holdings Ltd, ("Holdings"). Each Class B Interest in Holdings so distributed was exchanged for one Class A Ordinary Share of the Issuer. This exchange was made pursuant to the terms of the Exchange Agreement dated June 16, 2020, among the Company, Royalty Pharma Holdings Limited, RPI US Partners 2019, LP, RPI Intl. LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value was paid by the Reporting Person in connection with the exchange.
This exchange was effected by the General Partner of RPI Intl. LP in accordance with a provision of the Limited Partnership Agreement of RPI Intl. LP applicable in the event of the public offering of the Issuer's Class A Ordinary Shares. The exchange applied to all holders of RPI Intl. LP Interests that did not opt out of participation.
The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities.
Each RPI Intl. LP Interest represents a right to receive a distribution of ten Class B Interests in Holdings at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value.
All of these interests are subject to forfeiture 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 amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share.