Theravance Biopharma director's 91,204 shares convert
Option treatment depended on whether an exercise price was below the merger’s $17.00 per-share cash consideration.
Rhea-AI Filing Summary
Theravance Biopharma, Inc. (symbol: TBPH) is the issuer of record for a Form 4 filing submitted to the SEC. MITCHELL DEAN J reported disposition transactions in this Form 4 filing.
Theravance Biopharma, Inc. (TBPH) director Dean J. Mitchell’s 91,204 ordinary shares were cancelled at the merger’s effective time on September 23, 2026, and converted into $17.00 cash per share plus one contingent value right (CVR) per share. His 6,009 shares underlying restricted stock unit awards were converted under the same cash and CVR terms, subject to required tax withholdings. Options were cancelled; those with exercise prices below $17.00 were converted into cash based on the excess of $17.00 over the exercise price, plus one CVR per underlying share. Options with exercise prices at or above $17.00 ceased without consideration. CVRs are non-tradeable and provide for cash payments based on commercial milestones following the merger’s effective time.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 232,489 shares
Disposition
11 txns
Insider
MITCHELL DEAN J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| 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 | 91,204 | -- | -- |
| 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 converted: 91,204 shares
Per Share Cash Consideration: $17.00 per share
Shares underlying RSU awards: 6,009 shares
+2 more
5 metrics
Ordinary shares converted
91,204 shares
At the merger’s effective time on September 23, 2026
Per Share Cash Consideration
$17.00 per share
Cash consideration for ordinary shares in the merger
Shares underlying RSU awards
6,009 shares
Converted into cash and CVRs at the merger’s effective time
Option exercise price
$24.43 per share
6,000-share option; exercise price at or above the merger cash consideration
Option exercise price
$16.64 per share
13,398-share option; below the merger cash consideration
Key Terms
contingent value right (CVR), Company RSU Award, Company Option, Per Share Cash Consideration
4 terms
contingent value right (CVR) financial
"one contingent value right (a "CVR")"
A contingent value right (CVR) is a short-term claim given to shareholders as part of a corporate deal that pays out only if specific future milestones or targets are met, such as regulatory approval or sales thresholds. Think of it like a coupon that becomes redeemable only if the company clears a stated hurdle; it matters to investors because it preserves potential upside from uncertain outcomes while also carrying extra risk and separate market value from the main stock.
Company RSU Award financial
"each award of restricted stock units of the Issuer"
Company Option financial
"each option to purchase Ordinary Shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to TBPH stock options in the merger?
Outstanding options were cancelled. Options with exercise prices below $17.00 were converted into cash based on the excess of the $17.00 per-share cash consideration over the exercise price, multiplied by the underlying shares, plus one CVR per underlying share. Options with exercise prices at or above $17.00 ceased to exist without consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
