Theravance Biopharma cancels director's 58,065 shares
A director's ordinary shares and RSUs received cash consideration and contingent value rights; option consideration depended on exercise price.
Rhea-AI Filing Summary
Theravance Biopharma, Inc. (symbol: TBPH) is the issuer of record for a Form 4 filing submitted to the SEC. PAKIANATHAN DEEPIKA reported disposition transactions in this Form 4 filing.
Theravance Biopharma, Inc. became a wholly owned subsidiary of Zymeworks Inc. on September 23, 2026; director Deepika Pakianathan’s 58,065 ordinary shares were canceled for $17.00 cash per share and one contingent value right (CVR) per share.
At the merger’s effective time, 6,009 shares underlying her RSU awards were converted into cash calculated using the $17.00 per-share consideration, subject to required tax withholdings, plus one CVR per underlying share. Seven reported option tranches were canceled: options with exercise prices below $17.00 were converted into cash based on the excess of $17.00 over the exercise price, multiplied by underlying shares, plus one CVR per underlying share; options priced at or above $17.00 were canceled without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 198,350 shares
Disposition
9 txns
Insider
PAKIANATHAN DEEPIKA
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F3 | 17,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 28,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 22,044 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 23,576 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 24,258 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 13,398 | -- | -- |
| Disposition | Ordinary Shares F1 | 58,065 | -- | -- |
| Disposition | Ordinary Shares F2 | 6,009 | -- | -- |
Holdings After Transaction:
Share Option (Right to Buy) — 0 contracts (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (3)
- F1. On September 23, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 28, 2026, by and among the Issuer, Zymeworks Inc. ("Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each ordinary share, par value $0.00001 per share, of the Issuer ("Ordinary Share") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive (i) $17.00 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contingent value right (a "CVR"). Each CVR represents a non-tradeable contractual contingent right to receive cash payments based on the achievement of certain commercial milestones following the Effective Time.
- F2. At the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.
- F3. At the Effective Time, each option to purchase Ordinary Shares outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested (a "Company Option"), was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option plus (iii) one CVR for each Ordinary Share underlying such Company Option. However, any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration was cancelled and ceased to exist and the holder of any such Company Option was not entitled to payment of any consideration therefor.
Key Figures
Ordinary shares canceled: 58,065 shares
Per Share Cash Consideration: $17.00 per share
Contingent value right: 1 per ordinary share
+4 more
7 metrics
Ordinary shares canceled
58,065 shares
At the merger effective time on September 23, 2026
Per Share Cash Consideration
$17.00 per share
Merger consideration for ordinary shares
Contingent value right
1 per ordinary share
Merger consideration
Shares underlying RSU awards
6,009 shares
Awards canceled and converted at the merger effective time
Option exercise price
$20.66 per share
17,000 underlying shares; option canceled at the merger effective time
Option exercise price
$20.35 per share
6,000 underlying shares; option canceled at the merger effective time
Option exercise price
$16.64 per share
13,398 underlying shares; option canceled at the merger effective time
Key Terms
contingent value right, Effective Time, Company RSU Award, Per Share Cash Consideration
4 terms
contingent value right financial
"one contingent value right (a "CVR")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Effective Time financial
"At the effective time of the Merger (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Company RSU Award financial
"a "Company RSU Award""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Deepika Pakianathan’s TBPH stock options treated in the merger?
Options with exercise prices below $17.00 were converted into cash based on the excess of $17.00 over the exercise price, multiplied by the underlying shares, plus one contingent value right per underlying share. Options with exercise prices at or above $17.00 were canceled without consideration.
Were Deepika Pakianathan’s TBPH transactions reported under a Rule 10b5-1 plan?
No Rule 10b5-1 plan is reported.
AI-generated analysis. How Rhea-AI works. Not financial advice.
