Unassociated Document

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.

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D/A
 
Page 2 of 8


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GlaxoSmithKline plc
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) o
 (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF SHARES
7
SOLE VOTING POWER
-0-
BENEFICIALLY OWNED BY
8
SHARED VOTING POWER
25,814,421 shares of Common Stock (See Items 5(a) and 5(b))
EACH REPORTING PERSON
9
SOLE DISPOSITIVE POWER
-0-
WITH
10
SHARED DISPOSITIVE POWER
25,814,421 shares of Common Stock (See Items 5(a) and 5(b))
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,814,421 shares of Common Stock (See Item 5(a))
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7% of the shares of Common Stock (See Item 5(a))
14
TYPE OF REPORTING PERSON
CO
 


 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 3 of 8


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.

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 4 of 8


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.

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 5 of 8


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
   
 
/s/  Victoria A. Whyte                                                     
By:   Victoria A. Whyte
Title: Company Secretary

 

 

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 6 of 8


 SCHEDULE I

Name
 
Business Address
 
Principal Occupation or Employment
 
Citizenship
 
Board of Directors
      
Sir Andrew Witty
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer
British
Simon Dingemans
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Financial Officer
British
Dr. Moncef Slaoui
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director
Chairman Research & Development
Moroccan & Belgian
Sir Christopher Gent
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director
British
Professor Sir Roy Anderson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Dr. Stephanie Burns
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Stacey Cartwright
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Lawrence Culp
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Sir Crispin Davis
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Judy Lewent
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
 

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
Page 7 of 8


 
Name
 
Business Address
 
Principal Occupation or Employment
 
Citizenship
 
Sir Deryck Maughan
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
Dr. Daniel Podolsky
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
US
Tom de Swaan
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
Dutch
Sir Robert Wilson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director
British
       
Corporate Executive Team
      
Sir Andrew Witty
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer
British
Simon Dingemans
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Financial Officer
British
Dr. Moncef Slaoui
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director
Chairman Research & Development
Moroccan & Belgian
Simon Bicknell
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Governance, Ethics and Assurance
British
Deirdre Connelly
1600 Vine Street,
Philadelphia, PA
19102
President,
Pharmaceuticals, North America
US
Marc Dunoyer
 
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Global Head – Rare Diseases Unit
French
 

 
 
 
CUSIP No.                     88338T104
SCHEDULE 13D
 
Page 8 of 8


 
Name
 
Business Address
 
Principal Occupation or Employment
 
Citizenship
 
Edward Gray
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President,
Pharmaceuticals Europe
British
Abbas Hussain
150 Beach Road
22-00 Gateway West
189720
Singapore
President, Emerging Markets & Asia Pacific
 
British
William Louv
Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
Senior Vice President, Core Business Services & Chief Information Officer
US
Dr. David Pulman
Five Moore Drive
PO Box 13398
Research Triangle Park
North Carolina 27709
President,
Global Manufacturing & Supply
British
David Redfern
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer
British
Christophe Weber
Avenue Fleming, 20
B-1300 Wavre
Belgium
President, Biologicals
French
Claire Thomas
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President,
Human Resources
British
Philip Thomson
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications
British
Daniel Troy
One Franklin Plaza
Philadelphia, PA
19102
Senior Vice President & General Counsel
US
Dr. Patrick Vallance
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Pharmaceuticals, R&D
British
Emma Walmsley
980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Consumer Healthcare Worldwide
British