Royalty Pharma plc is reported in this Schedule 13G/A as having certain Class A ordinary shares beneficially owned by General Atlantic and affiliated funds. Collectively, the Reporting Persons hold an indirect interest in 14,243,870 Class A ordinary shares (issuable upon conversion of Class B interests), representing approximately 3.2% of the Class A ordinary shares outstanding based on an aggregate count of 446,536,920 shares.
The schedule shows the Reporting Persons have 0 sole voting and dispositive power and 14,243,870 shares of shared voting and dispositive power, reflecting that the positions are held through General Atlantic (RP) Collections, LLC and multiple General Atlantic investment funds and entities organized in Delaware, Bermuda and Luxembourg. The General Atlantic entities state they constitute a group under Rule 13d-5 and disclose the conversion feature that creates equivalent Class A exposure. The filing does not report ownership above the 5% threshold.
Positive
None.
Negative
None.
Insights
TL;DR: General Atlantic reports a modest, non-controlling ~3.2% economic exposure via convertible interests; transparency aids investor ownership clarity.
The disclosed 14,243,870 share interest is derived from Class B interests convertible into Class A shares, producing an economic exposure equal to ~3.2% of Class A on the stated basis of 446,536,920 aggregate shares. Because sole voting and dispositive power are reported as 0 and the position is shown as shared, the immediate market-moving influence is limited. The filing is useful for tracking potential dilution and aggregation of related-party positions but does not indicate a controlling stake or greater-than-5% ownership that would typically prompt material corporate influence.
TL;DR: Group designation and shared voting power are disclosed, but aggregate holdings remain below material control thresholds.
The Schedule 13G/A identifies multiple General Atlantic entities that together may be deemed a "group" under Rule 13d-5, clarifying who holds the convertible interests and how voting/dispositive power is allocated. Shared voting and dispositive power of 14,243,870 and sole power of 0 indicate coordination potential without unilateral control. The reporting of entity jurisdictions (Delaware, Bermuda, Luxembourg) and the chain of fund relationships improves transparency about who could influence votes if conversion or internal reallocation occurs, but the position as disclosed does not meet common materiality thresholds for control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Royalty Pharma plc
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
G7709Q104
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic (RP) Collections, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GA RP Holding, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic Partners AIV-1 A, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic Partners AIV-1 B, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GAP Coinvestments CDA, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GAP Coinvestments III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GAP Coinvestments IV, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GAP Coinvestments V, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic (SPV) GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic GenPar, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,243,870.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,243,870.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,243,870.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic Partners (Bermuda) EU, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic Partners (Bermuda) IV, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic Partners (Lux) SCSp
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic GenPar (Lux) SCSp
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic (Lux) S.a r.l.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
General Atlantic GenPar (Bermuda), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GAP (Bermuda) L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G7709Q104
1
Names of Reporting Persons
GA RP Holding, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Royalty Pharma plc
(b)
Address of issuer's principal executive offices:
110 East 59th Street, New York, NY 10022
Item 2.
(a)
Name of person filing:
This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) General Atlantic, L.P. ("GA LP");
(ii) General Atlantic (RP) Collections, LLC ("GA RP Collections");
(iii) GA RP Holding, L.P. ("GA RP Holding");
(iv) General Atlantic Partners AIV-1 A, L.P. ("GAP AIV-1 A");
(v) General Atlantic Partners AIV-1 B, L.P. ("GAP AIV-1 B");
(vi) GAP Coinvestments CDA, L.P. ("GAPCO CDA");
(vii) GAP Coinvestments III, LLC ("GAPCO III");
(viii) GAP Coinvestments IV, LLC ("GAPCO IV");
(ix) GAP Coinvestments V, LLC ("GAPCO V");
(x) General Atlantic (SPV) GP, LLC ("GA SPV");
(xi) General Atlantic GenPar, L.P. ("GenPar");
(xii) General Atlantic Partners (Bermuda) EU, L.P. ("GAP EU");
(xiii) General Atlantic Partners (Bermuda) IV, L.P. ("GAP IV");
(xiv) General Atlantic Partners (Lux) SCSp ("GAP Lux");
(xv) General Atlantic GenPar (Lux) SCSp ("GAP GenPar Lux");
(xvi) General Atlantic (Lux) S.a.r.l. ("GA Lux");
(xvii) General Atlantic GenPar (Bermuda), L.P. ("GenPar Bermuda");
(xviii) GAP (Bermuda) L.P. ("GAP (Bermuda) L.P."); and
(xix) GA RP Holding, Ltd. ("GA RP Holding, Ltd.").
(b)
Address or principal business office or, if none, residence:
The principal address of each of the Reporting Persons (other than GAP Lux, GAP GenPar Lux and GA Lux) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of each of GAP Lux, GAP GenPar Lux and GA Lux is 412F, route d'Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg.
(c)
Citizenship:
See Row (4) of each Reporting Person's cover page.
(d)
Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share
(e)
CUSIP No.:
G7709Q104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2025, the Reporting Persons owned the following number of the Company's Class A ordinary shares:
(i) GA LP owned of record 0 Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(ii) GA RP Collections has an indirect ownership interest in 14,243,870 Class B ordinary shares of the Company corresponding to an equal number of Class B interests of Royalty Pharma Holdings Ltd, a subsidiary of the Company, each convertible at the option of the holder into one Class A ordinary shares, or approximately 3.2% of the issued and outstanding Class A ordinary shares
(iii) GA RP Holding owned of record 0 Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(iv) GAP AIV-1 A owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(v) GAP AIV-1 B owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(vi) GAPCO CDA owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(vii) GAPCO III owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(viii) GAPCO IV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(ix) GAPCO V owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(x) GA SPV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xi) GenPar owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xii) GAP EU owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xiii) GAP IV owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xiv) GAP Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xv) GAP GenPar Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xvi) GA Lux owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xvii) GenPar Bermuda owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xviii) GAP (Bermuda) L.P. owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
(xix) GA RP Holding, Ltd. owned of record no Class A ordinary shares or 0.0% of the issued and outstanding Class A ordinary shares
The members of GA RP Collections that share beneficial ownership of the Class A ordinary shares held of record by GA RP Collections are indirectly held by the following General Atlantic investment funds, (the "GA Funds"): GAP AIV-1 A, GAP AIV-1 B, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. GA SPV is the sole non-member manager of GA RP Collections. The general partner of GAP AIV-1 A and GAP AIV-1 B is GenPar. The general partner of GenPar is GA LP. GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. The limited partners that share beneficial ownership of the Class A ordinary shares held by GA RP Holding are the following General Atlantic investment funds: GAP EU, GAP IV, GAP Lux, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA. The general partner of GAP Lux is GAP GenPar Lux and the general partner of GAP GenPar Lux is GA Lux. The general partner of GAP EU, GAP IV and GA Lux is GenPar Bermuda. GAP (Bermuda) L.P. is the general partner of GenPar Bermuda. The general partner of GA RP Holding is GA RP Holding, Ltd. ("GA RP Holding, Ltd."). GAP (Bermuda) L.P. is the sole shareholder of GA RP Holding, Ltd. GA LP and GAP (Bermuda) L.P. are controlled by the Partnership Committee of GASC MGP, LLC (the "GA Partnership Committee"). There are five members of the GA Partnership Committee. GA LP, GAP (Bermuda) L.P., GA RP Holdings Ltd., GenPar Bermuda, GA Lux, GAP GenPar Lux, GAP Lux, GAP IV, GAP EU, GenPar, GA SPV, GAP AIV-1 A, GAP AIV-1 B, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA are a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Partnership Committee disclaims ownership of the Class A ordinary shares reported herein except to the extent he has a pecuniary interest therein. The name, the business address and the citizenship of each of the members of the GA Partnership Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.
Amount Beneficially Owned:
By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own the Class A ordinary shares indicated on row (9) on such Reporting Person's cover page included herein.
(b)
Percent of class:
All calculation of percentage ownership herein are based on an aggregate of 446,536,920 Class A ordinary shares outstanding, consisting of (i) 432,293,050 Class A ordinary shares reported by the Company to be outstanding as of August 1, 2025, as reflected in the Company's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on August 6, 2025, and (ii) 14,243,870 Class A ordinary shares issuable upon conversion of Class B interests of Royalty Pharma Holdings held by GA RP Collections.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons may be deemed to have the sole power to direct the voting of the shares of common stock indicated on Row (5) of each such Reporting Person's cover page included herein.
(ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons may be deemed to share the power to direct the voting of the shares of common stock indicated on Row (6) of each such Reporting Person's cover page included herein.
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons may be deemed to have the sole power to direct the dispositions of the shares of common stock indicated on Row (7) of each such Reporting Person's cover page included herein.
(iv) Shared power to dispose or to direct the disposition of:
Each of the Reporting Persons may be deemed to share the power to direct the dispositions of the shares of common stock indicated on Row (8) of each such Reporting Person's cover page included herein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2, which states the identity of the members of the group filing this Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
General Atlantic, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director
Date:
08/14/2025
General Atlantic (RP) Collections, LLC
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic L.P., the sole member of General Atlantic SPV (GP), LLC, its sole non-member manager
Date:
08/14/2025
GA RP Holding, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the GP of GAP (Bermuda) L.P., the sole shareholder of GA RP Holding, Ltd., its GP
Date:
08/14/2025
General Atlantic Partners AIV-1 A, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., the general partner of General Atlantic GenPar, L.P., its general partner
Date:
08/14/2025
General Atlantic Partners AIV-1 B, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., the general partner of General Atlantic GenPar, L.P., its general partner
Date:
08/14/2025
GAP Coinvestments CDA, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its general partner
Date:
08/14/2025
GAP Coinvestments III, LLC
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:
08/14/2025
GAP Coinvestments IV, LLC
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:
08/14/2025
GAP Coinvestments V, LLC
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its managing member
Date:
08/14/2025
General Atlantic (SPV) GP, LLC
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its sole member
Date:
08/14/2025
General Atlantic GenPar, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of General Atlantic, L.P., its general partner
Date:
08/14/2025
General Atlantic Partners (Bermuda) EU, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the GP of GAP (Bermuda) L.P., the GP of GenPar Bermuda, its GP
Date:
08/14/2025
General Atlantic Partners (Bermuda) IV, L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the GP of GAP (Bermuda) L.P., the GP of GenPar Bermuda, its GP
Date:
08/14/2025
General Atlantic Partners (Lux) SCSp
Signature:
/s/ Ingrid van der Hoorn
Name/Title:
Ingrid van der Hoorn, Manager A of General Atlantic (Lux) S.a r.l., the general partner of General Atlantic GenPar (Lux) SCSp, its general partner
Date:
08/14/2025
Signature:
/s/ William Blackwell
Name/Title:
William Blackwell, Manager B of General Atlantic (Lux) S.a r.l., the general partner of General Atlantic GenPar (Lux) SCSp, its general partner
Date:
08/14/2025
General Atlantic GenPar (Lux) SCSp
Signature:
/s/ Ingrid van der Hoorn
Name/Title:
Ingrid van der Hoorn, Manager A of General Atlantic (Lux) S.a r.l., its general partner
Date:
08/14/2025
Signature:
/s/ William Blackwell
Name/Title:
William Blackwell, Manager B of General Atlantic (Lux) S.a r.l., its general partner
Date:
08/14/2025
General Atlantic (Lux) S.a r.l.
Signature:
/s/ Ingrid van der Hoorn
Name/Title:
Ingrid van der Hoorn, Manager A
Date:
08/14/2025
Signature:
/s/ William Blackwell
Name/Title:
William Blackwell, Manager B
Date:
08/14/2025
General Atlantic GenPar (Bermuda), L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the general partner of GAP (Bermuda) L.P., its general partner
Date:
08/14/2025
GAP (Bermuda) L.P.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, its general partner
Date:
08/14/2025
GA RP Holding, Ltd.
Signature:
/s/ Michael Gosk
Name/Title:
Michael Gosk, Managing Director of GAP (Bermuda) GP Limited, the general partner of GAP (Bermuda) L.P., its sole shareholder
Date:
08/14/2025
Exhibit Information
Exhibit 1 - Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Act (previously filed).
https://www.sec.gov/Archives/edgar/data/1017645/000095014221000545/eh210130208_13g-rp.htm
How many shares does General Atlantic report beneficially owning in RPRX?
The Reporting Persons collectively report an indirect interest in 14,243,870 Class A ordinary shares (issuable upon conversion of Class B interests).
What percent of Royalty Pharma (RPRX) does that represent?
The reported interest represents approximately 3.2% of the Class A ordinary shares based on an aggregate of 446,536,920 shares.
Do the Reporting Persons have sole voting power over these RPRX shares?
No. The filing reports 0 sole voting power and 14,243,870 in shared voting power.
Which General Atlantic entity holds the convertible interests in RPRX?
General Atlantic (RP) Collections, LLC is reported to have an indirect ownership interest in the 14,243,870 Class B interests convertible into Class A shares.
Is this a group filing and what does that mean for RPRX investors?
Yes. The filing states multiple General Atlantic entities constitute a group under Rule 13d-5, meaning the entities are disclosed as acting in concert for reporting purposes.
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