UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3*)

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)

February 28, 2019

(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.

 

 
 

Cusip No. G8807B106 13 D/A3 Page 2 of 7

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GlaxoSmithKline plc
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
WC
   
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
 
9,644,808
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
9,644,808
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,644,808 (1)
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)☐
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%  (2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   
Footnotes:        
 

 

(1) Ordinary Shares are held of record by Glaxo Group Limited, an indirect wholly owned subsidiary of GlaxoSmithKline plc.

 

(2) Based on 55,579,495 shares of the Issuer’s Common Stock outstanding as of February 15, 2019, as disclosed in the Issuer’s Form 10-K Annual Report filed with Securities and Exchange Commission (the “SEC”) on February 28, 2019 (the “Annual Report”).

 

 
 
Cusip No. G8807B106 13 D/A3 Page 3 of 7

 

Item 1.  Security and Issuer.

This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on March 24, 2016 (as amended by Amendment No.1 filed on May 13, 2016 and Amendment No.2 filed on February 3, 2017 , the “Schedule 13D”, and as amended by this Amendment No.3, the “Statement”) 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. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2. Identity and background

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

 

Item 5.  Interest in Securities of the Issuer.

The response set forth in Item 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

 

(a)GlaxoSmithKline plc beneficially owns 9,644,808 Ordinary Shares, which represents 17.4% of 55,579,495 Ordinary Shares outstanding as of February 15, 2019, as reported in the Issuer’s Annual Report.

 

(b)GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 9,644,808 shares of Common Stock described in Item 5(a) above.

 

 

 
 
Cusip No. G8807B106 13 D/A3 Page 4 of 7

 

 

 

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: April 18, 2019

GLAXOSMITHKLINE PLC

 

By:/s/ Victoria A. Whyte
Victoria A. Whyte
Authorized Signatory
 
 
Cusip No. G8807B106 13 D/A3 Page 5 of 7

 

SCHEDULE 1

 

Name

Business Address

Principal Occupation or Employment

Citizenship

Board of Directors      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Manvinder Singh Banga 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

British & Indian

 

Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

Chief Scientific Officer & President, R&D US
Dr. Vivienne Cox 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 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
Dr Laurie Glimcher 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
 
 
Cusip No. G8807B106 13 D/A3 Page 6 of 7

 

Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British

Urs Rohner

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Swiss

 

 

 

 

Corporate Executive Team        
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British  
Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

Chief Scientific Officer & President, R&D

 

US  
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Vaccines Irish  
Diana Conrad 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Human Resoures Canadian  
James Ford 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President & General Counsel British & US  
Nick Hirons 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Ethics and Compliance British & US  
 
 
Cusip No. G8807B106 13 D/A3 Page 7 of 7

 

Sally Jackson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications and CEO Office British
Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British
Brian McNamara 184 Liberty Corner Road
Warren
NJ, 07059
Chief Executive Officer, GSK Consumer Healthcare US

Luke Miels

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Pharmaceuticals Australian
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
Regis Simard 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President Pharmaceutical Supply Chain French & British
Karenann Terrell 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Digital and Technology Officer Canadian
Philip Thomson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Affairs British