GSK plc - Sep 16, 2022 Form 4 Insider Report for Theravance Biopharma, Inc. (TBPH)

Role: Former 10% Owner
Signature: /s/ Victoria A. Whyte
Stock symbol: TBPH
Transactions as of: Sep 16, 2022
Transactions value $: $175,024,132
Form type: 4
Date filed: 9/20/2022, 04:16 PM
Previous filing: Jul 6, 2021
Next filing: Nov 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TBPH	Ordinary Shares	Other	-$94M	-9.64M	-100%	$9.75	0	Sep 16, 2022	By Corporation	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TBPH	Exchangeable Senior Notes due 2023	Other	$269M				0	Sep 16, 2022	Ordinary Shares	9.26M	$29.07	See Footnote	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 16, 2022, the previously announced offer by GSK Finance (No.3) plc ("GSK Finance"), a wholly owned indirect subsidiary of GSK plc ("GSK"), to repurchase any and all of its Exchangeable Senior Notes due 2023 (the "Notes") exchangeable into ordinary shares ("Ordinary Shares") of Theravance Biopharma, Inc. ("Theravance Biopharma") expired, and on September 20, 2022, GSK Finance repurchased $269,061,000 aggregate principal amount of the Notes pursuant to that offer. The 9,644,792 Ordinary Shares that underlay the previously outstanding $280,336,000 aggregate principal amount of Notes were held directly by GSK Finance. Following the repurchase of the Notes and the subsequent cancellation of such Notes, $11,275,000 aggregate principal amount of Notes remain outstanding.
F2	All 9,644,807 Ordinary Shares previously held by GSK were sold back to Theravance Biopharma pursuant to a Stock Repurchase Agreement dated September 16, 2022.

Content

On September 16, 2022, the previously announced offer by GSK Finance (No.3) plc ("GSK Finance"), a wholly owned indirect subsidiary of GSK plc ("GSK"), to repurchase any and all of its Exchangeable Senior Notes due 2023 (the "Notes") exchangeable into ordinary shares ("Ordinary Shares") of Theravance Biopharma, Inc. ("Theravance Biopharma") expired, and on September 20, 2022, GSK Finance repurchased $269,061,000 aggregate principal amount of the Notes pursuant to that offer. The 9,644,792 Ordinary Shares that underlay the previously outstanding $280,336,000 aggregate principal amount of Notes were held directly by GSK Finance. Following the repurchase of the Notes and the subsequent cancellation of such Notes, $11,275,000 aggregate principal amount of Notes remain outstanding.

All 9,644,807 Ordinary Shares previously held by GSK were sold back to Theravance Biopharma pursuant to a Stock Repurchase Agreement dated September 16, 2022.