Form SCHEDULE 13D/A Royalty Pharma plc Filed by: Legorreta Pablo G.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Royalty Pharma plc (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Legorreta G. Pablo 110 East 59th Street, New York, NY, 10022 (212) 883-0200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Legorreta G. Pablo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
101,785,843.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.73 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Legorreta Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
37,535,019.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Royalty Pharma plc | |
| (c) | Address of Issuer's Principal Executive Offices:
110 East 59th Street, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 23, 2025 (the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D") by the Reporting Persons relating to the Class A ordinary shares, par value $0.0001 per share (the "Class A Shares"), of Royalty Pharma plc (the "Issuer"). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Original Schedule 13D.
Except as specifically amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect. This Amendment is being filed to reflect updates to the Reporting Persons' beneficial ownership as a result of a change in the number of Class A Shares outstanding. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
Pablo Legorreta
Amount beneficially owned: 101,785,843
Percent of Class: 18.73%
The above number includes 96,873,648 Class A Shares that may be issued pursuant to the A&R Exchange Agreement.
Legorreta Investments, LLC
Amount beneficially owned: 37,535,019
Percent of Class: 7.76%
The above number includes 37,074,880 Class A Shares that may be issued pursuant to the A&R Exchange Agreement.
The aggregate percentage of Class A Shares reported as beneficially owned by each Reporting Person is determined in accordance with SEC rules and is based upon a total of 446,619,215 Class A Shares outstanding as of August 13, 2026, as provided by the Issuer, plus the number of Class A Shares that may be issued pursuant to the A&R Exchange Agreement, as described in the Original Schedule 13D. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include the Issuer's Class A Shares issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule 13D.
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| (b) | Pablo Legorreta
Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 7,934,830
Shared power to vote: 93,851,013
Sole power to dispose or direct the disposition of: 7,934,830
Shared power to dispose or direct the disposition of: 84,508,014
Represents 1,307,820 Class A Shares and 6,627,010 Class B Shares of the Issuer and corresponding RPH Exchangeable Securities held solely by Pablo Legorreta.
Represents 3,604,375 Class A Shares and 90,246,638 Class B Shares of the Issuer and RPH Exchangeable Securities held by the following entities that may be deemed to result in indirect beneficial ownership by Mr. Legorreta: (i) Pablo Legorreta IRA, Pablo Legorreta SEP IRA, Legorreta Investments, LLC, Legorreta Investments II, LLC, PL RPH AIV, LLC, PL RPH Holdings, LLC, Legorreta Children 2002 Trust, GST-Exempt 2012 Legorreta Family Trust, GST-Exempt Legorreta 2020 Family Trust and Legorreta 2023 SR Trust, which are investment entities and family investment vehicles controlled by Mr. Legorreta, (ii) 10,321,246 Class B Shares and Class E Shares held by RP MIP (Cayman), LP, an entity which has delegated voting (but not dispositive) control to an investment adviser controlled by Mr. Legorreta, (iii) 299,120 Class A Shares and 1,470,140 Class B Shares and corresponding RPH Exchangeable Securities beneficially owned by Mr. Legorreta's spouse, and (iv) 20,000 Class A Shares beneficially owned by Mr. Legorreta's children. In connection with the consummation of the Transaction, an entity wholly owned by Mr. Legorreta has the right to acquire up to 978,247 Class E Shares that were issued in the Transaction and are owned by certain other employees of the Issuer for no additional consideration in the event that those securities do not vest in accordance with their terms and are forfeited by such employees. Mr. Legorreta disclaims beneficial ownership of the shares held by (i) the above vehicles and (ii) his spouse and children.
Legorreta Investments, LLC
Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 0
Shared power to vote: 37,535,019
Sole power to dispose or direct the disposition of: 0
Shared power to dispose or direct the disposition of: 37,535,019
Represents 460,139 Class A Shares and 37,074,880 Class B Shares of the Issuer and corresponding RPH Exchangeable Securities held by Legorreta Investments, LLC, a Delaware limited liability company ("Legorreta Investments"), which is an affiliate controlled and majority-owned by Mr. Legorreta.
Mr. Legorreta controls the voting and disposition of the shares held by Legorreta Investments. Mr. Legorreta disclaims beneficial ownership of the shares held by Legorreta Investments. | |
| (c) | On August 5, 2026, Mr. Legorreta acquired 65,216 Class A Shares for no consideration in connection with the settlement of Equity Performance Awards, in a transaction exempt pursuant to Rule 16b-3 under the Act, as reported in the statement of changes in beneficial ownership on Form 4 filed with the SEC on August 7, 2026.
On August 7, 2026, Mr. Legorreta disposed of 30,000 limited partnership interests in RPI US Partners 2019, LP, exchangeable in the aggregate for 300,000 Class A Shares, by bona fide gift for no consideration, as reported on such Form 4.
Except as set forth above and elsewhere in this Schedule 13D, no Reporting Person has effected any transaction in Class A Shares or Class B Shares in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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