Theravance (TBPH) Director Deepika Pakianathan Disposes Shares in Merger

What Happened

• Deepika Pakianathan, a director of Theravance Biopharma (TBPH), disposed of a total of 198,350 TBPH-equivalent shares on September 23, 2026 as part of the company’s merger with Zymeworks. Under the merger agreement, each Theravance ordinary share was cancelled and converted into $17.00 in cash plus one contingent value right (CVR). The cash consideration for the disposed shares is approximately $3,371,950; each share also converted into a non-tradeable CVR that may pay additional cash if certain commercial milestones are met.
• The reported dispositions include both outstanding ordinary shares and derivative awards (restricted stock units and options) that were converted into cash and CVRs per the merger terms. These are recorded as “Disposition to the issuer” because the company’s shares/awards were cancelled at the effective time.

Key Details

• Transaction date: September 23, 2026 (reported on Form 4 filed September 24, 2026).
• Price / consideration: $17.00 per share in cash (per Merger Agreement); many line items show N/A since awards were converted rather than sold on market.
• Total shares disposed: 198,350 — total cash consideration ≈ $3,371,950 plus one CVR per share.
• Shares owned after transaction: effectively 0 Theravance ordinary shares (shares were cancelled at the merger Effective Time); the holder retains CVRs as described in the footnotes.
• Notable footnotes: F1–F3 explain that ordinary shares, RSUs, and options were cancelled and converted into cash payments equal to the per-share cash consideration (and one CVR per share); some in-the-money options were paid out, out-of-the-money options were cancelled without payment.
• Filing timeliness: Filed one day after the transaction date (timely reporting).

Context

• These dispositions were merger-related conversions (not open-market sales). Converting holdings and awards into cash plus CVRs is a standard result of a cash acquisition and does not, by itself, indicate the insider’s future view on the combined company.
• CVRs are non-tradeable contingent rights; any additional payments depend on future milestone achievement and are separate from the $17 per-share cash consideration.