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UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
THERAVANCE,
INC.
(Name of
Issuer)
Common
Stock, $0.01 par value per
share
(Title of
Class of Securities)
88338T104
(CUSIP
Number)
December
31, 2008
(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)
[ X ] Rule
13d-1(c)
[ ] 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).
Continued
on following pages
Page 1 of
7 Pages
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SCHEDULE
13G
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CUSIP
No.: 88338T104
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Page
2 of 7 Pages
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1.
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Names
of Reporting Persons.
CHESAPEAKE
PARTNERS MANAGEMENT CO., INC.
I.R.S.
Identification Nos. of above persons (entities
only):
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of
Organization Maryland
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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0
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6.
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Shared
Voting Power
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4,179,934
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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4,179,934
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,179,934
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
8.0%
based on 52,444,264 Shares outstanding as of October 31,
2008.
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12.
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Type
of Reporting Person:
CO
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SCHEDULE
13G
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CUSIP
No.: 88338T104
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Page 3
of 7 Pages
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1.
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Names
of Reporting Persons.
MARK
D. LERNER
I.R.S.
Identification Nos. of above persons (entities
only):
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship or Place
of
Organization United States of
America
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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0
|
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6.
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Shared
Voting Power
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4,179,934
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||
|
7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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4,179,934
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||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,179,934
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|||
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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|||
|
11.
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Percent
of Class Represented by Amount in Row (9)
8.0%
based on 52,444,264 Shares outstanding as of October 31,
2008.
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12.
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Type
of Reporting Person:
HC;
IA
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SCHEDULE
13G
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CUSIP
No.: 88338T104
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Page 4
of 7 Pages
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1.
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Names
of Reporting Persons.
TRACI
LERNER
I.R.S.
Identification Nos. of above persons (entities
only):
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship or Place
of
Organization United States of
America
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
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0
|
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6.
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Shared
Voting Power
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4,179,934
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||
|
7.
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Sole
Dispositive Power
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0
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8.
|
Shared
Dispositive Power
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4,179,934
|
||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,179,934
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.0%
based on 52,444,264 Shares outstanding as of October 31,
2008.
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12.
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Type
of Reporting Person:
HC;
IA
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Page 5 of 7
Pages
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Item
1(a).
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Name
of Issuer:
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Theravance,
Inc. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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901
Gateway Boulevard, South San Francisco, California 94080.
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Item
2(a).
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Name
of Person Filing
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This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
i) Chesapeake
Partners Management Co., Inc. (“CPMC”);
ii) Mark
D. Lerner (“Mr. Lerner”); and
iii) Traci
Lerner (“Ms. Lerner”).
This
Statement relates to Shares (as defined herein) held for the accounts of each of
Chesapeake Partners Limited Partnership, a Maryland limited partnership
(“CPLP”); and Chesapeake Partners Master Fund Ltd., a Cayman Islands exempted
company (“CPMF”). CPMC serves as investment manager to each of CPLP and
CPMF. CPMC also serves as the General Partner of CPLP. Mr.
Lerner and Ms. Lerner are officers of CPMC. In such capacities, each
of CPMC, Mr. Lerner and Ms. Lerner may be deemed to have voting and dispositive
power over the Shares held for each of CPLP and CPMF.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence
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The
address of the principal business office of each of CPMC, Mr. Lerner and Ms.
Lerner is 2800 Quarry Lake Drive, Suite 300, Baltimore, MD 21209.
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Item
2(c).
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Citizenship
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i) CPMC
is a Maryland corporation;
ii) Mr.
Lerner is a citizen of the United States of America; and
iii) Ms.
Lerner is a citizen of the United States of America.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, $0.01 par value per share (the “Shares”).
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Item
2(e).
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CUSIP
Number:
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88338T104
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Item
3.
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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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This Item
3 is not applicable.
Page 6 of 7 Pages
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Item
4.
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Ownership:
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Item
4(a)
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Amount
Beneficially Owned:
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As of
December 31, 2008, each of CPMC, Mr. Lerner and Ms. Lerner may be deemed to be
the beneficial owner of 4,179,934 Shares. This amount consists of (A)
2,142,154 Shares held for the account of CPLP, and (B) 2,037,780 Shares held for
the account of CPMF.
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Item
4(b)
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Percent
of Class:
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The
number of Shares of which the Reporting Persons may be deemed to be the
beneficial owner constitutes approximately 8.0% of the total number of Shares
outstanding (based upon information provided by the Issuer in its most recently
filed quarterly report on Form 10-Q, there were approximately 52,444,264 shares
outstanding as of October 31, 2008).
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Item
4(c)
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Number
of Shares of which such person has:
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CPMC, Mr. Lerner and Ms.
Lerner:
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(i)
Sole power to vote or direct the vote:
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0
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(ii)
Shared power to vote or direct the vote:
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4,179,934
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(iii)
Sole power to dispose or direct the disposition of:
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0
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(iv)
Shared power to dispose or direct the disposition of:
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4,179,934
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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This Item
5 is not applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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This Item
6 is not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
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See
disclosure in Item 2 hereof.
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Item
8.
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Identification
and Classification of Members of the
Group:
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This Item
8 is not applicable.
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Item
9.
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Notice
of Dissolution of Group:
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This Item
9 is not applicable.
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Item
10.
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of their
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.
Page 7 of 7 Pages
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.
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Date:
February 13, 2009
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CHESAPEAKE
PARTNERS MANAGEMENT CO., INC.
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By:
/s/ Mark D.
Lerner
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Name:
Mark D. Lerner
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Title: Vice
President
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Date:
February 13, 2009
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MARK
D. LERNER
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/s/ Mark D.
Lerner
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Date:
February 13, 2009
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TRACI
LERNER
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/s/ Traci
Lerner
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