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4Accepted Sep 24, 8:36 PM ET

Theravance Biopharma (TBPH) Director Donal O'Connor Sells 215,489 Shares

TBPHTheravance Biopharma, Inc.

Accepted (ET)

8:36 PM

Sep 24, 2026

Filed

Sep 24, 2026

Documents

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27.9 KB

Summary

Theravance Biopharma (TBPH) Director Donal O'Connor Sells 215,489 Shares

Updated

What Happened
Donal O'Connor, a director of Theravance Biopharma, reported dispositions on September 23, 2026 related to the company’s merger into Zymeworks. A total of 215,489 ordinary-share equivalents were cancelled/converted: O'Connor received $17.00 per share in cash (≈ $3,663,313) and one contingent value right (CVR) per share. Several of the reported dispositions are marked as derivative transactions, reflecting conversion of outstanding RSUs and/or options into the merger consideration rather than open‑market sales.

Key Details

  • Transaction date: 2026-09-23 (reported on Form 4 filed 2026-09-24). Filing appears timely (next business day).
  • Per-share cash consideration: $17.00; estimated total cash received ≈ $3,663,313 (215,489 × $17).
  • Instruments disposed: ordinary shares and derivative awards (RSUs/options) converted under the merger. Each share/award also converted into one CVR (non‑tradeable contingent right to potential future cash based on milestones).
  • Shares owned after transaction: ordinary shares were cancelled at the effective time; the report indicates receipt of cash and CVRs rather than remaining tradable ordinary shares.
  • Notable footnotes: F1–F3 explain the Merger Agreement treatment—ordinary shares, RSUs and in‑the‑money options were converted into cash + CVR; options with exercise prices ≥ $17 were cancelled with no payment.

Context
These dispositions are merger-driven conversions (company became a wholly owned subsidiary of Zymeworks), not open-market sales; they reflect the agreed deal consideration (cash + CVRs). CVRs are non‑tradeable contractual rights that may pay additional cash only if certain future commercial milestones are met — they are not immediate liquid proceeds. For retail investors, merger conversions are routine and don’t necessarily signal management sentiment about the company’s standalone prospects.

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