SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Theravance Biopharma, Inc.
(Name of Issuer)
Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
G8807B106
(CUSIP Number)
December 31, 2022
(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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Madison Avenue International LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Madison Avenue Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(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
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
EMAI Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(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
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Madison Avenue GP, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(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
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Caraway Jackson Investments LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(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
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
Eli Samaha
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States of America
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
7,012,226
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
7,012,226
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,012,226
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.4%
|
|
|
12.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
| Item 1(a). |
Name of Issuer:
|
Theravance Biopharma, Inc. (“Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1‑1104
| Item 2(a). |
Name of Persons Filing:
|
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
|
•
|
Madison Avenue International LP,
|
|
•
|
Madison Avenue Partners, LP,
|
|
•
|
EMAI Management, LLC,
|
|
•
|
Madison Avenue GP, LLC,
|
|
•
|
Caraway Jackson Investments LLC, and
|
|
•
|
Eli Samaha.
|
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
| Item 2(c). |
Citizenship:
|
Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison
Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware
limited liability company. Mr. Samaha is a citizen of the United States of America.
| Item 2(d). |
Title of Class of Securities:
|
Ordinary Shares, $0.00001 par value per share (the “Ordinary Shares”)
| Item 2(e). |
CUSIP Number:
|
G8807B106
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
(e)
|
[x]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
|
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4. Ownership.
| (a) |
Amount beneficially owned:
|
As of December 31, 2022, Madison Avenue International LP beneficially owned 7,012,226 Ordinary
Shares.
Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general
partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to
be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be
the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI
Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Ordinary Shares owned by Madison Avenue International LP.
| (b) |
Percent of Class:
|
The following percentage is based on 67,365,912 Ordinary Shares outstanding as of October 31,
2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
As of December 31, 2022, the Reporting Persons may be deemed to have beneficially owned
approximately 10.4% of the outstanding Ordinary Shares.
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote of Ordinary Shares:
|
See Cover Pages Items 5-9.
| (ii) |
Shared power to vote or to direct the vote of Ordinary Shares:
|
See Cover Pages Items 5-9.
| (iii) |
Sole power to dispose or to direct the disposition of Ordinary Shares:
|
See Cover Pages Items 5-9.
| (iv) |
Shared power to dispose or to direct the disposition of Ordinary Shares:
|
See Cover Pages Items 5-9.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting
Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. |
Ownership of More than Five 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.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
See Exhibit A to the Schedule 13G filed by the Reporting Persons with the Securities and
Exchange Commission on September 27, 2021.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
By signing below the undersigned certifies that, to the best of its or his knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 14, 2023
MADISON AVENUE INTERNATIONAL LP
By: Madison Avenue GP, LLC, its general partner
By: /s/
Eli Samaha
Eli Samaha, as Manager
MADISON AVENUE PARTNERS, LP
By: EMAI Management, LLC, its general partner
By: /s/
Eli Samaha
Eli Samaha, as Managing Member
EMAI MANAGEMENT, LLC
By: /s/
Eli Samaha
Eli Samaha, as Managing Member
MADISON AVENUE GP, LLC
By:
/s/ Eli Samaha
Eli Samaha, as Manager
CARAWAY JACKSON INVESTMENTS, LLC
By:
/s/ Eli Samaha
Eli Samaha, as Member
/s/ Eli Samaha
ELI SAMAHA
*The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent
of their pecuniary interest therein.
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C.
1001).