Filing Details

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1	NAMES OF REPORTING PERSONS
	GlaxoSmithKline plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(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 ITEM 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
			9,644,807
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			9,644,807
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,644,807 (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)
	15.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Cusip No. G8807B106

13 D/A6

Page 3 of 4

Explanatory Note

This Amendment No. 6 to Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 2 filed on February 3, 2017, Amendment No. 3 filed on April 18, 2019, Amendment No. 4 filed on February 18, 2020 and Amendment No. 5 filed on February 27, 2020 (the “Schedule 13D”)), and is being filed 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”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them 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 4.

Purpose of Transaction.

On June 17, 2020, GSK Finance No.3 plc (the “Issuer”) announced that it is offering senior notes due 2023 (“the Notes”) exchangeable into ordinary shares of Theravance Biopharma currently beneficially owned by its indirect parent company GlaxoSmithKline plc ("GSK").  The Notes will be guaranteed by GSK and exchangeable at the option of noteholders during specified periods into substantially all of the 9,644,807 ordinary shares of Theravance Biopharma currently held by GSK and its affiliates. The Notes will not bear a coupon. Upon exchange of the notes, the issuer, expects to deliver ordinary shares of Theravance Biopharma but may, at its option under certain circumstances, deliver cash or a combination of Theravance Biopharma shares and cash. The exchange premium will be set at pricing. The Issuer will have certain customary redemption rights and expects to enter into a customary indenture with respect to the Notes.  In connection with the offering,  Theravance Biopharma will agree to file a shelf registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register resales of its ordinary shares issuable upon exchange of the Notes.

The offering of the Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered by means of an offering memorandum solely to persons reasonably believed to be “qualified institutional buyers” (as that term is defined in Rule 144A under the Securities Act) that are also “qualified purchasers” (within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended.

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: June 17, 2020

Name		Business Address		Principal Occupation or Employment		Citizenship
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
Jonathan Symonds		980 Great West Road Brentford Middlesex, England TW8 9GS		Chairman and Company Director		British

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