SEC Form 4 · accession 0001625377-26-000007

Theravance Biopharma, Inc. · TBPH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Donal O'Connor

Director

Period of report

Sep 23, 2026

Accepted (ET)

Sep 24, 2026 · 8:36 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001583107

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1	Sep 23, 2026	D	74,204	—	D	6,009	D
Ordinary Shares^F2	Sep 23, 2026	D	6,009	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Share Option (Right to Buy)^F3	$24.43	Sep 23, 2026	D	6,000	D	—	Apr 30, 2028	Ordinary Shares	6,000	D
Share Option (Right to Buy)^F3	$23.85	Sep 23, 2026	D	6,000	D	—	Apr 29, 2029	Ordinary Shares	6,000	D
Share Option (Right to Buy)^F3	$30.14	Sep 23, 2026	D	6,000	D	—	Apr 27, 2030	Ordinary Shares	6,000	D
Share Option (Right to Buy)^F3	$20.35	Sep 23, 2026	D	6,000	D	—	Apr 26, 2031	Ordinary Shares	6,000	D
Share Option (Right to Buy)^F3	$10.15	Sep 23, 2026	D	28,000	D	—	Apr 25, 2032	Ordinary Shares	28,000	D
Share Option (Right to Buy)^F3	$10.95	Sep 23, 2026	D	22,044	D	—	May 1, 2033	Ordinary Shares	22,044	D
Share Option (Right to Buy)^F3	$9.49	Sep 23, 2026	D	23,576	D	—	May 7, 2034	Ordinary Shares	23,576	D
Share Option (Right to Buy)^F3	$9.39	Sep 23, 2026	D	24,258	D	—	May 18, 2035	Ordinary Shares	24,258	D
Share Option (Right to Buy)^F3	$16.64	Sep 23, 2026	D	13,398	D	—	Jun 11, 2036	Ordinary Shares	13,398	D

Explanation of responses

F1On 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.
F2At 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.
F3At 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. However, any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration was cancelled and ceased to exist and the holder of any such Company Option was not entitled to payment of any consideration therefor.