SEC Form 4 · accession 0002012524-26-000011
Theravance Biopharma, Inc. · TBPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aine Miller
Officer — SVP, DEV & HEAD OF IRE OFFICE
Period of report
Sep 23, 2026
Accepted (ET)
Sep 24, 2026 · 8:24 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 SharesF1 | Sep 23, 2026 | D | 93,108 | — | D | 96,718 | D | |
| Ordinary SharesF2 | Sep 23, 2026 | D | 96,718 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (Right to Buy)F3 | $25.42 | Sep 23, 2026 | D | 37,500 | D | — | Mar 1, 2030 | Ordinary Shares | 37,500 | 0 | 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.