Washington, DC  20549






Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event Reported):  December 27, 2017




(Exact Name of Registrant as Specified in its Charter)



Cayman Islands





(State or Other Jurisdiction of


(Commission File Number)


(I.R.S. Employer Identification Number)



PO Box 309

Ugland House, South Church Street

George Town, Grand Cayman, Cayman Islands KY1-1104

(650) 808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)        On December 27, 2017, Ms. Henrietta H. Fore notified Theravance Biopharma, Inc. (the “Company”) of her resignation as Director of the Company effective on December 31, 2017.  Ms. Fore indicated her resignation was in connection with her appointment as Executive Director of the United Nations Children’s Fund (UNICEF) effective January 1, 2018 and not as the result of any disagreement with the Board or with the Company’s management.  The Company thanks Ms. Fore for her service as a Director of the Company and wishes her well in her new position.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









Date: January 3, 2018


/s/ Bradford J. Shafer



Bradford J. Shafer



Executive Vice President, General Counsel and Secretary