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Form 4 Royalty Pharma plc For: Dec 01 Filed by: MGG Strategic SICAF SIF S.A. - MGG Strategic

December 5, 2022 4:45 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Giuliani Mario Germano
(Last) (First) (Middle)
C/O GISEV FAMILY OFFICE SA
CONTRADA DI SASSELLO 2
(Street)
LUGANO V8 6900
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Royalty Pharma plc [ RPRX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 12/01/2022   S   165,000 D $ 44.105 (6) 22,225,000 I See Footnotes (1) (2)
Class A Ordinary Shares 12/02/2022   S   197,766 D $ 43.9783 (7) 7,879,374 I See Footnotes (2) (3)
Class A Ordinary Shares               50,000 I See Footnotes (2) (4)
Class A Ordinary Shares               3,477,520 I See Footnotes (2) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects securities held directly by MGG Strategic SICAF SIF S.A. - MGG Strategic, a Luxembourg company ("MGG Strategic"). MGG Strategic is a sub-fund managed and administered by MGG Strategic SICAF SIF S.A. ("MGG SICAF"). A board of directors consisting of M. Germano Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by MGG SICAF. Each member of the board disclaims beneficial ownership over such shares. MGG SICAF is owned by the MGG Trust of which M. Germano Giuliani is the beneficiary. The MGG Trust is the 100% economic owner of the shares held by MGG Strategic. M. Germano Giuliani disclaims beneficial ownership over the shares beneficially owned by MGG Strategic. The trustee of the MGG Trust is GISEV Trustees Limited. The protector of the MGG Trust is Achille G. Severgnini, who has the power to remove and replace the trustee of the MGG Trust.
2. Each of the Reporting Persons may be deemed to beneficially own the securities reported herein directly or indirectly controlled by it or him, but each (other than the direct holder to the extent of its direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein or are subject to Section 16.
3. Reflects securities held directly by Skyeline Management Ltd. Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani.
4. Reflects securities held by the spouse of M. Germano Giuliani.
5. Reflects securities held directly by Avara Management Ltd.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.005 to $44.19 per share, inclusive. The Reporting Persons undertake to provide to Royalty Pharma plc, any security holder of Royalty Pharma plc, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.80 to $44.20 per share, inclusive. The Reporting Persons undertake to provide to Royalty Pharma plc, any security holder of Royalty Pharma plc, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
MARIO GERMANO GIULIANI By: /s/ Achille G. Severgnini, Attorney-in-Fact 12/05/2022
** Signature of Reporting Person Date
MGG STRATEGIC SICAF SIF S.A. - MGG Strategic By: /s/ Achille G. Severgnini, Title: Director By: /s/ Marco Sterzi, Title: Director 12/05/2022
** Signature of Reporting Person Date
MGG STRATEGIC SICAF SIF S.A. By: /s/ Achille G. Severgnini, Title: Director By: /s/ Marco Sterzi, Title: Director 12/05/2022
** Signature of Reporting Person Date
SKYELINE MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director By: /s/ Achille G. Severgnini, Title: Director 12/05/2022
** Signature of Reporting Person Date
AVARA MANAGEMENT LTD By: GISEV Family Office SA, Corporate Director, By: /s/ Achille G. Severgnini, Title: Director 12/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

ATTACHMENTS / EXHIBITS

EXHIBIT 24

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