UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 4, 2016
(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.
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| 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 9,644,807 | ||
| 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 |
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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) 20.3% (1) |
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| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
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| Footnotes: | ||||
| (1) Based on 47,421,691 Ordinary Shares outstanding as of May 4, 2016. | ||||
| Cusip No. G8807B106 | 13 D/A1 | Page 3 of 7 |
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on March 24, 2015, 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 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. The Issuer’s principal executive offices are located at PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
Item 5. Interest in Securities of the Issuer.
| (a) | GlaxoSmithKline plc beneficially owns 9,644,807 Ordinary Shares, which represents 20.3% of 47,421,691 Ordinary Shares outstanding as of May 4, 2016. |
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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: May 13, 2016
GLAXOSMITHKLINE PLC
By: /s/ Victoria A. Whyte
Victoria A. Whyte
Authorized Signatory
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SCHEDULE 1
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Board of Directors | ||||||
| Sir Andrew Witty |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British | |||
| Professor Sir Roy Anderson |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British | |||
| Manvinder Singh Banga |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Indian | |||
| Stacey Cartwright |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British | |||
| Simon Dingemans |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Financial Officer | 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 | |||
| Sir Philip Hampton |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British | |||
| Judy Lewent |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Cusip No. G8807B106 | 13 D/A1 | Page 6 of 7 |
| Urs Rohner |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss | |||
| Dr. Moncef Slaoui |
2301 Renaissance Boulevard, King of Prussia PA, 19406
|
Executive Director and Chairman, Global Vaccines |
Moroccan, Belgian & US | |||
|
Corporate Executive Team
|
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| Sir Andrew Witty |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British | |||
| Roger Connor |
980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Manufacturing & Supply | Irish | |||
| Simon Dingemans |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Financial Officer | British | |||
| Nick Hirons |
980 Great West Road Brentford Middlesex TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British & US | |||
| Abbas Hussain |
980 Great West Road Brentford Middlesex, England TW8 9GS |
President,Global Pharmaceuticals | British | |||
| David Redfern |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British |
| Cusip No. G8807B106 | 13 D/A1 | Page 7 of 7 |
| Dr. Moncef Slaoui |
2301 Renaissance Boulevard, King of Prussia PA, 19406
|
Executive Director Chairman, Global Vaccines |
Moroccan, Belgian & US | |||
| Claire Thomas |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Human Resources |
British | |||
| Philip Thomson |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Communications and Government Affairs | British | |||
| Daniel Troy |
The Navy Yard 5 Crescent Drive Philadelphia, PA 19112 |
Senior Vice President & General Counsel | US | |||
| Dr. Patrick Vallance |
980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Pharmaceuticals R&D | British | |||
| Emma Walmsley |
980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer, GSK Consumer Healthcare | British |