SC 13G/A: Theravance Biopharma, Inc.

AI Summary

SC 13G/A filing by Theravance Biopharma, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.00001 — of Issuer) Ordinary Shares, par value $0.00001 per share (Title of Class of Securiti

Filing Documents

• theravance13ga-05032024.htm (SC 13G/A) — 101KB
• 0001013594-24-000426.txt ( ) — 103KB

(a)

Item 1(a). Name of Issuer: Theravance Biopharma, Inc. (" Issuer ")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY11104

(a)

Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G (collectively, the " Reporting Persons ") are: Madison Avenue International LP, Madison Avenue Partners, LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha.

(b)

Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.

(c)

Item 2(c). Citizenship: Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.

(d)

Item 2(d). Title of Class of Securities: Ordinary Shares, $0.00001 par value per share (the " Ordinary Shares ")

(e)

Item 2(e). CUSIP Number: G8807B106 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [x] Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). (k) [ ] Group, in accordance with Rule 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: ____

Ownership

Item 4. Ownership. (a) Amount beneficially owned: As of May 3, 2024, Madison Avenue International LP beneficially owned 8,511,350 Ordinary Shares. Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP. EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP. Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP. Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Ordinary Shares owned by Madison Avenue International LP. (b) Percent of Class: The following percentage is based on 48,511,350 Ordinary Shares outstanding as of March 11, 2024, as disclosed in the Issuer's Definitive Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 5, 2024. As of May 3, 2024, the Reporting Persons may be deemed to have beneficially owned approximately 17.5% of the outstanding Ordinary Shares. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote of Ordinary Shares: See Cover Pages Items 5-9. (ii) Shared power to vote or to direct the vote of Ordinary Shares: See Cover Pages Items 5-9. (iii) Sole power to dispose or to direct the disposition of Ordinary Shares: See Cover Pages Items 5-9. (iv) Shared power to dispose or to direct the disposition of Ordinary Shares: See Cover Pages Items 5-9. Item 5.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: May 3, 2024 MADISON AVENUE INTERNATIONAL LP By: Madison Avenue GP, LLC, its general partner By: /s/ Eli Samaha Eli Samaha, as Manager MADISON AVENUE PARTNERS, LP By: EMAI Management, LLC, its general partner By: /s/ Eli Samaha Eli Samaha, as Managing Member EMAI MANAGEMENT, LLC By: /s/ Eli Samaha Eli Samaha, as Managing Member MADISON AVENUE GP, LLC By: /s/ Eli Samaha Eli Samaha, as Manager CARAWAY JACKSON INVESTMENTS, LLC By: /s/ Eli Samaha Eli Samaha, as Member /s/ Eli Samaha ELI SAMAHA *The Reporting Persons disclaim beneficial ownership in the Ordinary Shares reported herein except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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