Unassociated Document

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

 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 
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)

July 30, 2013
(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) o
 (b) o
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)   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF SHARES
7
SOLE VOTING POWER
-0-
BENEFICIALLY OWNED BY
8
SHARED VOTING POWER
29,785,600 shares of Common Stock (See Items 5(a) and 5(b))
EACH REPORTING PERSON
9
SOLE DISPOSITIVE POWER
-0-
WITH
10
SHARED DISPOSITIVE POWER
29,785,600 shares of Common Stock (See Items 5(a) and 5(b))
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,785,600 shares of Common Stock (See Item 5(a)) (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.96% 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
 
Page 3 of 8


Item 1.                                Security and Issuer.
 
This Amendment No. 3 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 and Amendment No. 2 filed on May 16, 2012, the “Schedule 13D” and as amended by this Amendment No. 3, 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 901 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 3,064,407 shares of Common Stock (the “Shares”) on August 2, 2013, pursuant to the 2013 Common Stock Purchase Agreement described below for total consideration of $111,850,855.50, 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:
 
On July 30, 2013, GGL and GSK entered into a Common Stock Purchase Agreement with the Issuer (the “2013 Common Stock Purchase Agreement”), pursuant to which the Issuer agreed to issue and sell, and GGL agreed to purchase, the Shares for an aggregate purchase price of $111,850,855.50.  The 2013 Common Stock Purchase Agreement was entered into pursuant to GSK’s right to purchase shares of Common Stock from the Issuer, in accordance with the Governance Agreement, (i) on a quarterly basis in the amount sufficient to maintain its ownership percentage in the Issuer taking into account the preceding quarter’s option exercise and equity vesting activity (the “Quarterly Right”) and (ii) upon the conversion or exchange of all or any portion of certain convertible indebtedness issued by the Issuer, each as more fully described above in this Item 4.  The description of the 2013 Common Stock Purchase Agreement in this Item 4 is qualified in its entirety by reference to the full text of the 2013 Common Stock Purchase Agreement, a copy of which is attached as Exhibit 6 hereto and incorporated herein by reference.
 
In addition to the acquisitions 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.
 
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 29,785,600 shares of Common Stock, which represents 26.96% of the 110,496,860 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 29,785,600 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
 
Page 4 of 8


 
Item 7.                                 Material To Be Filed As Exhibits.
 
The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:
 
Exhibit                    Name
 
6
Common Stock Purchase Agreement, dated July 30, 2013, by and among the Issuer, GGL and GSK, a copy of which is incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on July 30, 2013.
 



 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
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/  Simon Bicknell                                                     
By:   Simon Bicknell
Title: Company Secretary (interim)


 
 


 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
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 Research & Development and 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
 
Name
Business Address
Principal Occupation or Employment
Citizenship
       
Tom de Swaan
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
Dutch
       
Sir Robert Wilson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
       
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
 


 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 7 of 8


 
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 Research & Development and Vaccines
Moroccan, Belgian & US
       
Simon Bicknell
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Governance, Ethics and Assurance and
Company Secretary  (interim)
British
       
Deirdre Connelly
5 Crescent Drive,
Philadelphia, PA
19112
President, North America
Pharmaceuticals
US

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 8 of 8

 
 
Abbas Hussain
150 Beach Road
22-00 Gateway West
189720
Singapore
President, Europe & Emerging Markets & Asia Pacific
 
British
       
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
       
Christophe Weber
Avenue Fleming, 20
B-1300 Wavre
Belgium
President, Vaccines
French
       
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, Global Communications
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 Worldwide
British
       
Roger Connor
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Manufacturing & Supply
British