Sec Form 4 Filing - VAGELOS P ROY @ THERAVANCE INC - 2009-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VAGELOS P ROY 2. Issuer Name and Ticker or Trading Symbol THERAVANCE INC [ THRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) THERAVANCE, INC., 901 GATEWAY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2009 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/23/2009 M 200,000 A $ 8.53 404,802 ( 1 ) D Common Stock 232,254 I by trust for grandchildren ( 2 ) Common Stock 935,673 I by trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 8.53 12/23/2009 M 200,000 ( 4 ) 06/29/2012 Common Stock 200,000 $ 0 154,838 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VAGELOS P ROY THERAVANCE, INC. 901 GATEWAY BOULEVARD SOUTH SAN FRANCISCO, CA94080 X Signatures Bradford J Shafer as Attorney-in-Fact 12/23/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects changes from indirect to direct ownership in transfers exempt under Rule 16a-13 of 283,495 previously held by the 2008 Theravance Annuity Trust I to the reporting person and 90,910 previously held by the 2008 Theravance Annuity Trust II to the reporting person and reflects change from direct to indirect ownership in transfer exempt under Rule 16a-13 of 415,000 previously held by the reporting person to the 2009 Theravance Annuity Trust I. Reporting person is the trustee of the trusts. ( 2 )Shares held in trusts for the benefit of the reporting person's grandchildren. Reporting person is the trustee of the trusts. Reporting person disclaims beneficial ownership of these shares. ( 3 )Shares held by the 2008 Theravance Annuity Trust I, 2008 Theravance Annuity Trust II and 2009 Theravance Annuity Trust I. Reporting person is the trustee of the trusts. ( 4 )Immediately exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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