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. 9)*
THERAVANCE BIOPHARMA, INC.
(Name of Issuer)
Ordinary Shares, par value, $0.00001
(Title of Class of Securities)
G8807B106
(CUSIP Number)
Victoria
A. Whyte
GSK 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)
August 3, 2022
(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.
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GSK plc |
|||
| 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) WC |
|||
| 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 9,644,807 | ||
| 8. | SHARED
VOTING POWER -0- | |||
| 9. | SOLE
DISPOSITIVE POWER 9,644,807 | |||
| 10. | SHARED
DISPOSITIVE POWER -0- |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,644,807 (1) |
|||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% (2) |
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| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
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| Footnotes: | ||||
(1) Ordinary Shares are held of record by GSK Finance (No.3) plc, an indirect wholly owned subsidiary of GSK plc. (2) Based on 76,115,393 shares of the Issuer’s Ordinary Shares outstanding as of April 29, 2022, as reported in the Issuer’s 10-Q filed with Securities and Exchange Commission, on May 6, 2022. | ||||
Explanatory Note
This Amendment No. 9 to Schedule 13D (this “Statement”) 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, Amendment No. 3 filed on April 18, 2019, Amendment No. 4 filed on February 18, 2020, Amendment No. 5 filed on February 27, 2020, Amendment No. 6 filed on June 17, 2020, Amendment No. 7 filed on June 22, 2020 and Amendment No. 8 filed on February 10, 2022 (the “Schedule 13D”) with respect to the Ordinary Shares, par value $0.00001 per share (the “Ordinary Shares”), of Theravance Biopharma, Inc., a Cayman Islands exempted company (“Theravance Biopharma”). GSK plc (“GSK”) is filing this Statement to report that on August 3, 2022, GSK Finance (No.3) plc (the “Notes Issuer”) announced that it is offering to repurchase for cash any and all of its outstanding Exchangeable Senior Notes due 2023 (the “Notes”). Theravance Biopharma’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
Item 4 of the Schedule 13D is hereby amended by adding the following:
On August 3, 2022, the Notes Issuer announced that it is offering to repurchase for cash any and all of the Notes. The Notes are exchangeable into ordinary shares of Theravance Biopharma currently beneficially owned by the Notes Issuer’s indirect parent company GSK. The Notes are guaranteed by GSK and exchangeable at the option of noteholders into 9,644,792 of the 9,644,807 ordinary shares of Theravance Biopharma (the “Exchange Property”) currently held by GSK and its affiliates. The Notes Issuer is offering to repurchase all or part of each holder’s notes at a price equal to 100% of the principal amount of the Notes. All Notes repurchased will be cancelled by the Notes Issuer. The pro rata share of the Exchange Property attributable to the portion of the Notes that is repurchased will be released from the Exchange Property pursuant to the terms of the Notes.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 4 this Schedule 13D is incorporated by reference in its entirety into this Item 6.
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: August 3, 2022
| GSK PLC | ||
| By: | /s/ Victoria A. Whyte | |
| Victoria A. Whyte | ||
| Authorized Signatory | ||
Schedule 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Emma Walmsley | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Executive Director and Chief Executive Officer | British |
| Charles Bancroft | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director
|
US |
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080
|
Company Director | US |
| Dr. Anne Beal | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Harry (Hal) Dietz | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Laurie Glimcher | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Dr. Jesse Goodman | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Iain Mackay | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Executive Director & Chief Financial Officer | British |
Urs Rohner
|
980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | Swiss |
| Dr. Vishal Sikka | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Company Director | US |
| Sir Jonathan Symonds | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chairman and Company Director | British |
| GSK Leadership Team | |||
| Emma Walmsley | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Executive Director and Chief Executive Officer | British |
| Roger Connor | 980
Great West Road Brentford Middlesex TW8 9GS, England |
President, Vaccines & Global Health | Irish |
| Diana Conrad | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief People Officer | Canadian |
| James Ford | 980
Great West Road Brentford Middlesex TW8 9GS, England |
SVP and Group General Counsel, Legal and Compliance | British & US |
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Sally Jackson | 980
Great West Road Brentford Middlesex TW8 9GS, England |
SVP, Global Communications and CEO Office | British |
| Iain Mackay | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Executive Director & Chief Financial Officer | British |
Luke Miels
|
980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Commercial Officer
|
Australian
|
| Shobana Ramakrishnan | 980
Great West Road
|
Chief Digital & Technology Officer
|
US
|
| David Redfern | 980
Great West Road Brentford Middlesex TW8 9GS, England |
President, Corporate Development | British |
| Regis Simard | 980
Great West Road
|
President, Pharmaceuticals Supply Chain | French & British |
| Philip Thomson | 980
Great West Road Brentford Middlesex TW8 9GS, England |
President, Global Affairs | British |
| Deborah Waterhouse | 980
Great West Road Brentford Middlesex TW8 9GS, England |
CEO, ViiV Healthcare | British |
| Dr. Tony Wood | 980
Great West Road Brentford Middlesex TW8 9GS, England |
Chief Scientific Officer | British |