FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
THERAVANCE INC [ THRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/01/2005 | J(1) | 3,609 | A | (1) | 19,738 | D | |||
Common Stock | 04/04/2005 | J(2) | 6,354 | A | (2) | 26,092 | D | |||
Common Stock | 04/01/2005 | J(1) | 1,046 | A | (1) | 2,686,513 | I | Sierra Ventures VI, L.P.(3) | ||
Common Stock | 04/04/2005 | J(2) | 1,873 | A | (2) | 2,688,386 | I | Sierra Ventures VI, L.P.(3) | ||
Common Stock | 04/01/2005 | J(1) | 24 | A | (1) | 58,884 | I | SV Associates VI, L.P. held as nominee(4) | ||
Common Stock | 04/04/2005 | J(2) | 42 | A | (2) | 58,926 | I | SV Associates VI, L.P. held as nominee(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents pro rata distributions received from East River Ventures I, L.P. East River Ventures I, L.P. is not affiliated with Mr. Drazan, SV Associates VI, L.P., or Sierra Ventures VI, L.P. |
2. Represents pro rata distributions received from Victory Ventures, LLC. These shares were listed as indirectly beneficially owned by Mr. Drazan in his Form 3 filing with the SEC, as amended, with respect to Theravance, Inc., because Mr. Drazan served as a member of the Board of Directors of Victory Ventures, LLC. This distribution represents a change in the form of beneficial ownership only. |
3. Reporting person is a general partner of SV Associates VI, L.P., which is the general partner of Sierra Ventures VI, L.P. Mr. Drazan disclaims beneficial ownership in these shares, except to the extent of his indirect pecuniary interest in his distributive shares therein. |
4. Shares are held in the name of SV Associates VI, L.P., as nominee on behalf of reporting person. |
Jeffrey M. Drazan | 04/13/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |