UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4*)
THERAVANCE BIOPHARMA, INC.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G8807B106
(CUSIP Number)
Victoria
A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10 , 2020
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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.
| Cusip No. G8807B106 | 13 D/A4 | Page 2 of 8 |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
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| 3. | SEC
USE ONLY |
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| 4. | SOURCE
OF FUNDS (see instructions) WC |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION England and Wales |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 9,644,808 | ||
| 8. | SHARED
VOTING POWER -0- | |||
| 9. | SOLE
DISPOSITIVE POWER 9,644,808 | |||
| 10. | SHARED
DISPOSITIVE POWER -0- |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,644,808 (1) |
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| 12. | CHECK
BOX 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) 15.5% (2) |
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| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
Footnotes:
(1) Ordinary Shares (as defined below) are held directly by Glaxo Group Limited, an indirect wholly owned subsidiary of GlaxoSmithKline plc.
(2) Based upon 62,262,307 shares of the Issuer’s Ordinary Shares outstanding as of February 14, 2020, upon the closing of the Issuer’s offering (assuming the underwriters have not exercised their option to purchase additional Ordinary Shares), as reported in the Issuer’s prospectus supplement dated February 11, 2020 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2020 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. |
| Cusip No. G8807B106 | 13 D/A4 | Page 3 of 8 |
Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on March 24, 2016 (as amended by Amendment No.1 filed on May 13, 2016, Amendment No.2 filed on February 3, 2017 and Amendment No.3 filed on April 18, 2019, the “Schedule 13D”, and as amended by this Amendment No. 4, the “Statement”) with respect to the Ordinary Shares, par value $0.00001 per share (the “Ordinary Shares”), of Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect: (1) its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the outstanding Ordinary Shares of the Issuer and (2) an amendment made to the Registration Rights Agreement. The Issuer’s principal executive offices are located at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and background
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 4. Purpose of Transaction.
The response set forth in Item 4.B of the Schedule 13D is hereby amended and supplemented by adding the following:
On February 10, 2020, the Issuer and Glaxo Group Limited entered into the First Amendment of Registration Right Agreement (the “First Amendment”), a copy of which is attached as Exhibit 7 hereto. The First Amendment extended the termination date of Registration Rights Agreement to December 31, 2026 or such earlier time as to any Holder holding one and one-half percent (1.5%) or less of the outstanding shares of the Company at which all Registrable Securities held by such Holder (and any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in a single transaction without registration in compliance with Rule 144 of the Act. Additionally, the First Amendment added provisions requiring officers of the Issuer to participate in “road shows” and requiring the Issuer to furnish certain documents to underwriters in connection with underwritten offerings, allows the Issuer to suspend use of registration statements under certain circumstances and reduced to 90 days the amount of time following the effective date of certain registration statements during which the Issuer may refuse to file a registration statement in response to an exercise of demand registration rights.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
| (a) | GlaxoSmithKline plc beneficially owns 9,644,808 Ordinary Shares, which represents 15.5% of 62,262,307 Ordinary Shares outstanding as of February 14, 2020, as reported in the Issuer’s Final Prospectus. |
| (b) | GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 9,644,808 shares of Common Stock described in Item 5(a) above. |
| Cusip No. G8807B106 | 13 D/A4 | Page 4 of 8 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information included in Item 4 of this Statement is incorporated herein by reference.
Except as disclosed in Item 4 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between GlaxoSmithKline plc and any other person with respect to any Ordinary Shares of the Issuer.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
| Exhibit | Name | |
| 7 | First Amendment of Registration Right Agreement by and among the Issuer and Glaxo Group Limited dated as of February 10, 2020. |
| Cusip No. G8807B106 | 13 D/A4 | Page 5 of 8 |
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.
Date: February 18, 2020
| GLAXOSMITHKLINE PLC | |||
| By: | /s/ Victoria A. Whyte | ||
| Victoria A. Whyte | |||
| Authorized Signatory | |||
| Cusip No. G8807B106 | 13 D/A4 | Page 6 of 8 |
SCHEDULE 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship | |||
| Board of Directors | ||||||
| Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British | |||
| Manvinder Singh Banga | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
British & Indian
| |||
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D | US | |||
| Dr. Vivienne Cox | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British | |||
| Lynn Elsenhans | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US | |||
| Dr. Jesse Goodman | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US | |||
| Dr. Laurie Glimcher | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US | |||
| Judy Lewent | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US
| |||
| Iain MacKay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
| Cusip No. G8807B106 | 13 D/A4 | Page 7 of 8 |
Name |
Business Address |
Principal Occupation or Employment |
Citizenship | |||
Urs Rohner
|
980
Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss | |||
| Jonathan Symonds | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
| Corporate Executive Team | ||||||
| Emma Walmsley | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British | |||
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080 |
Chief Scientific Officer & President, R&D
|
US | |||
| Roger Connor | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Vaccines | Irish | |||
| Diana Conrad | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Human Resoures | Canadian | |||
| James Ford | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President & General Counsel | British & US | |||
| Nick Hirons | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British & US | |||
| Sally Jackson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Communications and CEO Office | British |
| Cusip No. G8807B106 | 13 D/A4 | Page 8 of 8 |
Name |
Business Address |
Principal Occupation or Employment |
Citizenship | |||
| Iain MacKay | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British | |||
| Brian McNamara | 184
Liberty Corner Road Warren NJ, 07059 |
Chief Executive Officer, GSK Consumer Healthcare | US | |||
Luke Miels
|
980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Pharmaceuticals | Australian | |||
| David Redfern | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British | |||
| Regis Simard | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President Pharmaceutical Supply Chain | French & British | |||
| Karenann Terrell | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Digital and Technology Officer | Canadian | |||
| Philip Thomson | 980
Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Affairs | British | |||
| Deborah Waterhouse | 980
Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer of ViiV Healthcare | British |