Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE
13d-2(b)
(Amendment
No. 3)*
Theravance
Biopharma, Inc.
(Name
of Issuer)
Ordinary
Shares, par value $0.00001
(Title
of Class of Securities)
G8807B106
(CUSIP
Number)
December
31, 2016
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒
|
Rule
13d-1(b)
|
|
☐
|
Rule 13d-1(c)
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☐
|
Rule 13d-1(d)
|
*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 the disclosures provided in a prior
cover page.
The
information required in 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 (however, see the Notes).
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Woodford
Investment Management Ltd
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
þ
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|
(b)
☐
|
|
|
3
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SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
10,507,608
Ordinary Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
10,507,608 Ordinary Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,507,608
Ordinary Shares
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.2%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Neil
Woodford
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
þ
|
|
(b)
☐
|
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
10,507,608
Ordinary Shares
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
10,507,608 Ordinary Shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,507,608
Ordinary Shares
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.2%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
Item 1(a).
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Name of Issuer:
|
Theravance
Biopharma, Inc. (the "Issuer").
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
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Ugland
House, South Church Street
George
Town, Grand Cayman, Cayman Islands
Items
2(a),
|
|
(b)
and (c).
|
Name
of Persons Filing, Address of Principal Business Office and Citizenship:
|
This
Amendment No. 3 to Schedule 13G is being filed jointly by Woodford Investment Management Ltd (the “Reporting Person”)
and Neil Woodford, the Head of Investment for the Reporting Person. The joint filing agreement of the Reporting Person
and Mr. Woodford is attached as Exhibit 1 to this Amendment No. 3 to Schedule 13G. The filers of this statement are collectively
referred to herein as the “Group.”
The
principal business office of the Reporting Person and Mr. Woodford is 9400 Garsington Road, Oxford, OX4 2HN, UK. The Reporting
Person and Mr. Woodford are citizens of the United Kingdom.
Item 2(d).
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Title of Class of Securities:
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Ordinary
Shares, par value $0.00001 (“Ordinary Shares”).
G8807B106
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
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(a)
|
☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
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|
|
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(b)
|
☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
|
|
|
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(j)
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☒
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A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
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|
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(k)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
|
(a)
|
Amount
beneficially
owned
:
|
The
members of the Group may be deemed to have beneficial ownership of 10,507,608 Ordinary Shares. Mr. Woodford, who by virtue of
acting as Head of Investments for the Reporting Person may be deemed to share beneficial ownership of such Ordinary Shares with
the Reporting Person, expressly disclaims beneficial ownership of the Ordinary Shares beneficially owned by the Reporting Person,
except to the extent of any pecuniary interest therein.
Based
on 51,942,489 Ordinary Shares of the Issuer issued and outstanding as of as of November 3, 2016, as reported in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016, the members of the Group hold approximately
20.2% of the issued and outstanding Ordinary Shares of the Issuer.
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(c)
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Number of shares to which such person has
:
|
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 10,507,608
|
|
|
|
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(iii)
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Sole
power to dispose or to direct the disposition of: 0
|
|
|
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(iv)
|
Shared
power to dispose of or direct the disposition of: 10,507,608
|
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
Item 5.
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Ownership of Five Percent or Less of a Class.
|
Not
applicable
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
|
Not
applicable
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable
Item
9.
|
Notice
of Dissolution of a Group.
|
Not
applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
February 14, 2017
|
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WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
By:
|
/s/
Simon Osborne
|
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Name:
|
Simon
Osborne
|
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Title:
|
Head
of Compliance and
|
|
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Authorized
Signatory
|
|
|
|
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/s/ Neil Woodford
|
|
Neil Woodford
|
This
Amendment No. 3 to Schedule 13G is being jointly filed by Woodford Investment Management Ltd ("WIM") and Neil Woodford.
WIM is an investment manager, authorized and regulated by the Financial Conduct Authority, in the business of investment management.
Mr. Woodford serves as the Head of Investment for the Reporting Person. Mr. Woodford, as a controlling person of WIM, may be deemed
to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially
owned by WIM. Securities reported on this Amendment No. 3 to Schedule 13G as being beneficially owned by WIM were purchased on
behalf of its clients.
Pursuant to Rule 13d-4, Mr. Woodford declares that the filing of this Amendment No. 3 to Schedule 13G shall not be deemed an
admission by that he is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any securities covered by this Amendment No. 3 to Schedule 13G.
CUSIP
NO. G8807B106
|
SCHEDULE
13G
|
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares
of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated:
February 14, 2017
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WOODFORD
INVESTMENT MANAGEMENT LTD
|
|
|
|
|
By:
|
/s/
Simon Osborne
|
|
Name:
|
Simon
Osborne
|
|
Title:
|
Head
of Compliance and
|
|
|
Authorized
Signatory
|
|
|
|
|
/s/ Neil Woodford
|
|
Neil Woodford
|
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