Theravance Biopharma director's 74,980 shares convert
Each ordinary share held immediately before closing carried a right to $17.00 in cash and one contingent value right tied to post-closing commercial milestones.
Rhea-AI Filing Summary
Theravance Biopharma, Inc. became a wholly owned subsidiary of Zymeworks Inc. on September 23, 2026; director Laurie Smaldone Alsup reported the resulting disposition of her securities at the merger’s effective time.
Her 74,980 ordinary shares converted into the right to receive $17.00 in cash per share, without interest, plus one contingent value right (CVR) per share. The 6,009 shares underlying her restricted stock unit award converted into cash based on the same per-share amount, subject to required tax withholding, plus one CVR per underlying share. Her options were canceled; those with exercise prices below $17.00 converted into cash for the excess, if any, over the exercise price, plus one CVR per underlying share, while options priced at or above $17.00 were canceled without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 229,765 shares
Disposition
12 txns
Insider
Smaldone Alsup Laurie
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F3 | 13,500 | -- | -- |
| 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 | 74,980 | -- | -- |
| 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
Per Share Cash Consideration: $17.00 per share
Ordinary shares: 74,980 shares
Shares underlying restricted stock unit award: 6,009 shares
+3 more
6 metrics
Per Share Cash Consideration
$17.00 per share
Cash consideration for ordinary shares in the merger
Ordinary shares
74,980 shares
Reported as disposed and converted into cash consideration plus one CVR per share
Shares underlying restricted stock unit award
6,009 shares
Converted into cash consideration, subject to required tax withholding, plus one CVR per underlying share
Ordinary shares underlying options
13,500 shares
The option exercise price was $28.14 per share; options at or above $17.00 were canceled without consideration
Ordinary shares underlying options
28,000 shares
The option exercise price was $10.15 per share; the merger terms provide cash based on the excess over the exercise price, plus one CVR per underlying share
Ordinary shares underlying options
22,044 shares
The option exercise price was $10.95 per share; the merger terms provide cash based on the excess over the exercise price, plus one CVR per underlying share
Key Terms
contingent value right, Company RSU Award, Company Option, Effective Time, +1 more
5 terms
contingent value right financial
"a non-tradeable contractual contingent right to receive cash payments"
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.
Company RSU Award financial
"each award of restricted stock units of the Issuer"
Company Option financial
"each option to purchase Ordinary Shares outstanding and unexercised"
Effective Time financial
"At the effective time of the Merger"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Laurie Smaldone Alsup’s TBPH options treated in the merger?
Options with exercise prices below $17.00 per share converted into a right to cash equal to the excess, if any, of $17.00 over the exercise price, multiplied by the underlying shares, plus one CVR per underlying share. Options with exercise prices at or above $17.00 were canceled without consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
