0000903423-14-000568.txt : 20141104 0000903423-14-000568.hdr.sgml : 20141104 20141104152639 ACCESSION NUMBER: 0000903423-14-000568 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141104 DATE AS OF CHANGE: 20141104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERAVANCE INC CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943265960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80415 FILM NUMBER: 141192927 BUSINESS ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6508086000 MAIL ADDRESS: STREET 1: 901 GATEWAY BLVD CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS SC 13D/A 1 glaxo-theravance13da4_1104.htm

 

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

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

THERAVANCE, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

88338T104

(CUSIP Number)

 

Victoria A. Whyte
GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

Telephone: +44 (0)208 047 5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 4, 2014

(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 which 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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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. 88338T104

SCHEDULE 13D/A

 

Page 2 of 8

 

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*

(a)

(b)

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

NUMBER OF SHARES 7

SOLE VOTING POWER

-0-

BENEFICIALLY OWNED BY 8

SHARED VOTING POWER

31,581,179 shares of Common Stock (See Items 5(a) and 5(b))

EACH REPORTING PERSON 9

SOLE DISPOSITIVE POWER

-0-

WITH 10

SHARED DISPOSITIVE POWER

31,581,179 shares of Common Stock (See Items 5(a) and 5(b))

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,581,179 shares of Common Stock (See Item 5(a)) (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.18% of the shares of Common Stock (See Item 5(a))

14

TYPE OF REPORTING PERSON

CO

       

 

Footnotes:

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

 
 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 3 of 8

 

Item 1. Security and Issuer.

This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 9, 2010 (as amended by Amendment No. 1 filed on April 2, 2012, Amendment No. 2 filed on May 16, 2012 and Amendment No. 3 filed on August 1, 2013, the “Schedule 13D” and as amended by this Amendment No. 4, the “Statement”) with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Theravance, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principle executive offices are located at 951 Gateway Blvd., South San Francisco, CA 94080. 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 as attached to Amendment No. 1 in its entirety, and replacing it with Schedule 1 attached hereto.

Item 3. Source and Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

Glaxo Group Limited (“GGL”) expects to acquire 832,456 shares of Common Stock (the “Shares”) on November 4, 2014, pursuant to the exercise of the Quarterly Right under the Governance Agreement and the terms of the 2012 Common Stock Purchase Agreement, dated as of November 2, 2012, by and among GGL, GSK and the Issuer (the “2012 Common Stock Purchase Agreement”), for total consideration of $12,786,524.16, which consideration is expected to be obtained from the working capital of GGL.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

As described in Item 3 above, on November 4, 2014, GGL will purchase 832,456 shares of Common Stock for an aggregate purchase price of $12,786,524.16 for the purpose of maintaining its ownership percentage in the Issuer.

In addition to the acquisition described above, GSK has exercised its Quarterly Right pursuant to the Governance Agreement in each quarter following the execution of the 2012 Common Stock Purchase Agreement and acquired the amount of shares of Common Stock necessary to maintain its ownership percentage in the Issuer.

 
 

 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 4 of 8

 

Item 5. Interest in Securities of the Issuer.

The response set forth in Item 5 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 31,581,179 shares of Common Stock, which represents 27.18% of the 116,201,502 shares of Common Stock outstanding.

(b) Subject to the limitations described in Item 4 of this Statement, 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 31,581,179 shares of Common Stock described in Item 5(a).

(c) Except as described herein, no transactions in shares of Common Stock were effected during the past 60 days by GlaxoSmithKline plc.

(d) No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

(e) Not applicable.

 

 
 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 5 of 8

 

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.

 

GlaxoSmithKline plc

 

/s/ Victoria Whyte      
By: Victoria Whyte
Title: Company Secretary

 

 

 

 

 
 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 6 of 8

 

 

 

Schedule I

 

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
Simon Dingemans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer British
Dr. Moncef Slaoui 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and
Chairman Global Vaccines
Moroccan, Belgian & US
Sir Christopher Gent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director British
Professor Sir Roy Anderson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Dr. Stephanie Burns 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Stacey Cartwright 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
       
Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Sir Deryck Maughan 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Dr. Daniel Podolsky 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
 
 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 7 of 8

 

 

 

Tom de Swaan 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Dutch
Lynn Elsenhans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Jing Ulrich 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US

Hans Wijers

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS

 

Company Director Dutch

 

Corporate Executive Team      
Sir Andrew Witty 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer British
Simon Dingemans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer British
Dr. Moncef Slaoui 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director
Chairman Global Vaccines
Moroccan, Belgian & US
Deirdre Connelly 5 Crescent Drive,
Philadelphia, PA
19112
President, North America
Pharmaceuticals
US
Nick Hirons

980 Great West Road
Brentford

Middlesex
TW8 9GS

Senior Vice President, Global Ethics and Compliance

 

British
Abbas Hussain 150 Beach Road
22-00 Gateway West
189720
Singapore

President, Global Pharmaceuticals

 

British
 
 

CUSIP No. 88338T104

SCHEDULE 13D/A

 

Page 8 of 8

 

William Louv Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
Senior Vice President, Core Business Services US
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
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 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
President, Consumer Healthcare British
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Manufacturing & Supply British