Changes in Beneficial Ownership · 4
Theravance Biopharma, Inc.
Changes in Beneficial Ownership
Structured filing — 4
form4-09252026_120938.xml
Filing details
- Report period
- 2026-09-23
- Issuer
- Theravance Biopharma, Inc.
- Issuer CIK
- 0001583107
- Trading symbol
- TBPH
- No longer subject to Section 16
- Checked
Reporting owner 1
- Name
- Winningham Rick E
- Reporting owner CIK
- 0001302443
- Relationship
- Director · Officer
- Officer title
- CHIEF EXECUTIVE OFFICER
- Address
- C/O THERAVANCE BIOPHARMA US, LLC, 901 GATEWAY BOULEVARD, SOUTH SAN FRANCISCO, CA, 94080
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | 2026-09-23 | D · Form 4 | 1,382,272 | D | [F1] | 228,750 | D | |
| Ordinary Shares | 2026-09-23 | D · Form 4 | 151,875 | D | [F2] | 76,875 | D | |
| Ordinary Shares | 2026-09-23 | D · Form 4 | 76,875 | D | [F3] | 0 | D | |
| Ordinary Shares | 2026-09-23 | D · Form 4 | 23,400 | D | [F1] | 0 | I | As Custodian |
| Ordinary Shares | 2026-09-23 | D · Form 4 | 92,567 | D | [F1] | 0 | I | By Trust |
Table key
- D · Form 4
- Disposition to the issuer under Rule 16b-3(e)
- D
- Disposed
- I
- Indirect
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (Right to Buy) | 10.24 | 2026-09-23 | D · Form 4 | 515,000 | D | [F4] | [F4] | 2032-02-24 | Ordinary Shares | 515,000 | 0 | D |
Table key
- D · Form 4
- Disposition to the issuer under Rule 16b-3(e)
- D
- Direct
Footnotes
- F1
- On September 23, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 28, 2026, by and among the Issuer, Zymeworks Inc. ("Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each ordinary share, par value $0.00001 per share, of the Issuer ("Ordinary Share") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive (i) $17.00 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contingent value right (a "CVR"). Each CVR represents a non-tradeable contractual contingent right to receive cash payments based on the achievement of certain commercial milestones following the Effective Time.↩ 1↩ 2↩ 3
- F2
- At the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.↩ 1
- F3
- As of immediately prior to the Effective Time, each award of performance restricted stock units of the Issuer (a "Company PSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled in exchange for the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares with respect to such Company PSU Award that remained outstanding and unreleased as of immediately prior to the Effective Time, plus (iii) one CVR for each Ordinary Share underlying such Company PSU Award.↩ 1
- F4
- At the Effective Time, each option to purchase Ordinary Shares outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested (a "Company Option"), was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option plus (iii) one CVR for each Ordinary Share underlying such Company Option.↩ 1↩ 2
Signature 1
- Signed
- /s/ Brett A Grimaud, Attorney-in-Fact
- Date
- 2026-09-24
Company context
Theravance Biopharma, Inc.’s focus is to deliver Medicines that Make a Difference® in people’s lives. In pursuit of its purpose, Theravance Biopharma leverages decades of expertise, which has led to the development of FDA-approved YUPELRI® (revefenacin) inhalation solution indicated for the maintenance treatment of patients with chronic obstructive pulmonary disease (COPD). The Company is committed to creating/driving shareholder value.