Theravance Biopharma (TBPH) SVP Brett Grimaud Sells 355,168 Shares

What Happened

• Brett A. Grimaud, SVP, General Counsel and Secretary of Theravance Biopharma, reported three dispositions on 2026-09-23 totaling 355,168 shares (223,917 + 107,812 + 23,439). The transactions are coded as dispositions to the issuer (D) and resulted from the company’s merger with Zymeworks.
• Under the Merger Agreement, each Theravance ordinary share was cancelled and converted into $17.00 in cash per share (the Per Share Cash Consideration) plus one contingent value right (CVR) per share. The cash portion for 355,168 shares equals $6,037,856. CVRs are non-tradeable contractual rights to potential future cash payments if specified commercial milestones are met.

Key Details

• Transaction date: 2026-09-23 (reported on Form 4 filed 2026-09-24). Transaction code: D (Disposition to issuer).
• Per-share cash consideration: $17.00 (per Merger Agreement). Total cash received: $6,037,856 (approx. $6.04M).
• Shares disposed: 223,917; 107,812; 23,439 — total 355,168 shares. Price shown as N/A on Form 4 because cancellation was merger consideration; footnotes supply the $17/share amount.
• Shares owned after transaction: ordinary shares were cancelled at the Effective Time (effectively 0 ordinary shares); the reporting person holds the CVRs (non-tradeable contingent rights).
• Notable footnotes: F1–F3 explain conversion of ordinary shares, RSUs and PSUs into cash equal to $17/share plus one CVR per underlying share; RSU/PSU cash amounts are subject to any required tax withholding.
• Filing appears timely (Form 4 filed the day after the Effective Time).

Context

• These were merger-driven cancellations/conversions, not open-market sales. The insider received the agreed merger consideration (cash + CVRs) rather than selling shares on the market. CVRs may pay additional cash in the future if specified milestones are met, but they are not tradeable securities.