[SCHEDULE 13G/A] Theravance Biopharma, Inc. Amended Passive Investment Disclosure
Theravance Biopharma holder reports 17.7% stake
Theravance Biopharma, Inc. is reported to have a significant shareholder group led by Madison Avenue International LP and affiliated entities, including EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha.
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Theravance Biopharma, Inc. is reported to have a significant shareholder group led by Madison Avenue International LP and affiliated entities, including EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha. As of June 30, 2026, these reporting persons collectively beneficially owned 9,212,252 Ordinary Shares, representing approximately 17.7% of the outstanding Ordinary Shares. This percentage is based on 51,918,754 Ordinary Shares outstanding as of July 31, 2026, as disclosed by the issuer. Voting and dispositive power over the shares is reported primarily on a shared basis among the group.
Key Figures
Shares beneficially owned:9,212,252 Ordinary SharesOwnership percentage:17.7%Shares outstanding:51,918,754 Ordinary Shares+2 more
5 metrics
Shares beneficially owned9,212,252 Ordinary SharesBeneficial ownership by Madison Avenue International LP and affiliated reporting persons as of June 30, 2026
Ownership percentage17.7%Approximate percentage of Theravance Ordinary Shares beneficially owned by the reporting persons
Shares outstanding51,918,754 Ordinary SharesIssuer’s Ordinary Shares outstanding as of July 31, 2026, used to calculate ownership percentage
Shared voting power9,212,252.00 sharesNumber of Ordinary Shares over which each entity reports shared voting power
Sole dispositive power (Eli Samaha)4,175,748.00 sharesOrdinary Shares over which Eli Samaha reports sole dispositive power
Key Terms
beneficial owner, shared voting power, sole dispositive power, Ordinary Shares, +1 more
5 terms
beneficial ownerfinancial
"may be deemed to be the beneficial owner of the Ordinary Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"6 | Shared Voting Power 9,212,252.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
sole dispositive powerfinancial
"7 | Sole Dispositive Power 4,175,748.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Ordinary Sharesfinancial
"Ordinary Shares, $0.00001 Par Value (the "Ordinary Shares")"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
percent of classfinancial
"(b) | Percent of class: The following percentage is based on 51,918,754"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How large is Madison Avenue’s reported ownership stake in TBPH?
The reporting group led by Madison Avenue International LP reports beneficial ownership of 9,212,252 Ordinary Shares of Theravance Biopharma, Inc., which represents approximately 17.7% of the company’s outstanding Ordinary Shares based on 51,918,754 shares outstanding as of July 31, 2026.
Who are the reporting persons in this ownership disclosure for TBPH?
The reporting persons are Madison Avenue International LP, Madison Avenue Partners, LP, EMAI Management, LLC, Madison Avenue GP, LLC, Caraway Jackson Investments LLC, and Eli Samaha, all sharing a principal business address at 150 East 58th St, 14th Fl, New York, NY 10155.
What percentage of Theravance Biopharma (TBPH) does the group report owning?
As of June 30, 2026, the group reports beneficial ownership of approximately 17.7% of Theravance Biopharma’s outstanding Ordinary Shares, calculated using 51,918,754 Ordinary Shares outstanding as of July 31, 2026, as disclosed by the issuer.
How many Theravance Biopharma (TBPH) shares are outstanding in this disclosure?
The ownership percentage is calculated using 51,918,754 Ordinary Shares of Theravance Biopharma, Inc. outstanding as of July 31, 2026, a figure taken from the company’s publicly disclosed share count for that date.
What voting and dispositive power does the Madison Avenue group report over TBPH shares?
The reporting persons indicate shared voting power and shared dispositive power over 9,212,252 Ordinary Shares, with no sole voting power reported and limited sole dispositive power at the individual level, reflecting coordinated control over this block of shares.
What is Eli Samaha’s role in the reported TBPH ownership structure?
Eli Samaha is described as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, and may be deemed the beneficial owner of the 9,212,252 Ordinary Shares held by Madison Avenue International LP.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Theravance Biopharma, Inc.
(Name of Issuer)
Ordinary Shares, $0.00001 Par Value (the "Ordinary Shares")
(Title of Class of Securities)
G8807B106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
Madison Avenue International LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
Madison Avenue Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
EMAI Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
Madison Avenue GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
Caraway Jackson Investments LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G8807B106
1
Names of Reporting Persons
Eli Samaha
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,212,252.00
7
Sole Dispositive Power
4,175,748.00
8
Shared Dispositive Power
9,212,252.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,212,252.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Theravance Biopharma, Inc.
(b)
Address of issuer's principal executive offices:
Ugland House, South Church Street, George Town, Grand Cayman KY1-1104
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
* Madison Avenue International LP,
* Madison Avenue Partners, LP,
* EMAI Management, LLC,
* Madison Avenue GP, LLC,
* Caraway Jackson Investments LLC, and
* Eli Samaha.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)
Citizenship:
Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, $0.00001 Par Value (the "Ordinary Shares")
(e)
CUSIP No.:
G8807B106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2026 Madison Avenue International LP beneficially owned 9,212,252 Ordinary Shares.
Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the Ordinary Shares owned directly by Madison Avenue International LP.
Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the Ordinary Shares owned by Madison Avenue International LP.
(b)
Percent of class:
The following percentage is based on 51,918,754 Ordinary Shares outstanding as of July 31, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2026.
As of June 30, 2026, the Reporting Persons may be deemed to have beneficially owned approximately 17.7% of the outstanding Ordinary Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 27, 2021.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Madison Avenue International LP
Signature:
/s/ Eli Samaha
Name/Title:
Eli Samaha, as Manager of Madison Avenue GP, LLC, its General Partner
Date:
08/14/2026
Madison Avenue Partners, LP
Signature:
/s/ Eli Samaha
Name/Title:
Eli Samaha, as Managing Member of EMAI Management, LLC, its General Partner
