UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
May 16, 2012
(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.
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CUSIP No. 88338T104
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SCHEDULE 13D/A
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GlaxoSmithKline plc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
-0-
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
25,814,421 shares of Common Stock (See Items 5(a) and 5(b))
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
25,814,421 shares of Common Stock (See Items 5(a) and 5(b))
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,814,421 shares of Common Stock (See Item 5(a))
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7% of the shares of Common Stock (See Item 5(a))
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 3 of 8
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Item 1. Security and Issuer.
This Amendment No. 2 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, the “Schedule 13D” and as amended by this Amendment No. 2, 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 principal 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:
On May 16, 2012, Glaxo Group Limited (“GGL”) acquired 10,000,000 shares of Common Stock pursuant to the Common Stock Purchase Agreement, dated as of April 2, 2012, by and among GGL, GSK and the Issuer (the “2012 Common Stock Purchase Agreement”), for total consideration of $212,887,000.00 which consideration was 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:
As described in Item 3 above, on May 16, 2012, GGL purchased 10,000,000 shares of Common Stock for an aggregate purchase price of $212,887,000.00 pursuant to the 2012 Common Stock Purchase Agreement.
In addition to the transactions described above, GSK and the Issuer agreed to defer the exercise of GSK’s Quarterly Right for the quarter ending March 31, 2012 to allow GSK to exercise such right in connection with its exercise of its Quarterly Right for the quarter ending June 30, 2012. The parties agreed to such deferral as GSK was awaiting the expiration of the waiting period under the Hart-Scott-Rodino Act when the purchase would otherwise have occurred pursuant to the terms of the Governance Agreement.
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 4 of 8
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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 25,814,421 shares of Common Stock, which represents 26.7% of the 96,542,315 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 25,814,421 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.
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 5 of 8
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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 | |
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/s/ Victoria A. Whyte
By: Victoria A. Whyte
Title: Company Secretary
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 6 of 8
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Board of Directors
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Sir Andrew Witty
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief Executive Officer
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British
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Simon Dingemans
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief Financial Officer
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British
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Dr. Moncef Slaoui
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive Director
Chairman Research & Development
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Moroccan & Belgian
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Sir Christopher Gent
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chairman and Company Director
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British
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Professor Sir Roy Anderson
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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British
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Dr. Stephanie Burns
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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US
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Stacey Cartwright
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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British
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Lawrence Culp
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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US
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Sir Crispin Davis
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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British
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Judy Lewent
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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US
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 7 of 8
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Sir Deryck Maughan
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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British
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Dr. Daniel Podolsky
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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US
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Tom de Swaan
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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Dutch
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Sir Robert Wilson
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Company Director
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British
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Corporate Executive Team
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Sir Andrew Witty
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief Executive Officer
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British
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Simon Dingemans
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive Director and Chief Financial Officer
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British
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Dr. Moncef Slaoui
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Executive Director
Chairman Research & Development
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Moroccan & Belgian
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Simon Bicknell
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior Vice President, Governance, Ethics and Assurance
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British
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Deirdre Connelly
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1600 Vine Street,
Philadelphia, PA
19102
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President,
Pharmaceuticals, North America
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US
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Marc Dunoyer
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Global Head – Rare Diseases Unit
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French
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CUSIP No. 88338T104
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SCHEDULE 13D
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Page 8 of 8
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Edward Gray
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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President,
Pharmaceuticals Europe
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British
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Abbas Hussain
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150 Beach Road
22-00 Gateway West
189720
Singapore
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President, Emerging Markets & Asia Pacific
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British
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William Louv
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Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
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Senior Vice President, Core Business Services & Chief Information Officer
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US
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Dr. David Pulman
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Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
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President,
Global Manufacturing & Supply
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British
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David Redfern
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Chief Strategy Officer
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British
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Christophe Weber
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Avenue Fleming, 20
B-1300 Wavre
Belgium
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President, Biologicals
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French
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Claire Thomas
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior Vice President,
Human Resources
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British
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Philip Thomson
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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Senior Vice President, Global Communications
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British
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Daniel Troy
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One Franklin Plaza
Philadelphia, PA
19102
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Senior Vice President & General Counsel
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US
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Dr. Patrick Vallance
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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President, Pharmaceuticals, R&D
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British
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Emma Walmsley
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980 Great West Road
Brentford
Middlesex, England
TW8 9GS
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President, Consumer Healthcare Worldwide
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British
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