* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Ordinary Shares to be issued as a dividend to Glaxo Group Limited ("GGL"), an indirect wholly owned subsidiary of GlaxoSmithKline plc ("GSK"), in respect of GGL's beneficial ownership of 30,576,072 shares of common stock of Theravance, Inc. ("Theravance"), as of May 15, 2014, the record date set by Theravance for issuance of the dividend. The dividend of Ordinary Shares of Theravance Biopharma, Inc. (the "Issuer") is being issued by Theravance in connection with its spin off of the Issuer into a separate publicly traded company. |
(2) |
The amount of the Ordinary Shares includes an undetermined number of Ordinary Shares of the Issuer (the "Withheld Shares") that, based on disclosure by the Issuer, are expected to be withheld in connection with the dividend of the Ordinary Shares to GGL, as well as an undetermined number of additional Ordinary Shares (up to the number of Withheld Shares) that GSK would have the option to purchase under the terms of the Master Agreement, dated March 3, 2014, among the Issuer, GSK and Theravance. |
(3) |
Ordinary Shares are held of record by GGL, an indirect wholly owned subsidiary of GlaxoSmithKline plc. |