Sec Form 4 Filing - GLAXOSMITHKLINE PLC @ Theravance Biopharma, Inc. - 2020-06-22

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 GLAXOSMITHKLINE PLC 2. Issuer Name and Ticker or Trading Symbol Theravance Biopharma, Inc. [ TBPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 980 GREAT WEST ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2020 (Street) BRENTFORD MIDDLESEX, X0TW8 9GS 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

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 Exchangeable Note $ 29.066 06/22/2020 S( 1 ) ( 2 ) ( 1 ) Ordinary Shares 9,644,792 ( 2 ) 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD MIDDLESEX, X0TW8 9GS X Signatures /s/ Victoria Whyte 06/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 22, 2020, GSK Finance No.3 plc ("GSK Finance"), a wholly owned indirect subsidiary of GlaxoSmithKline plc ("GSK"), issued $280,336,000 of its senior notes due 2023 (the "Notes") exchangeable into ordinary shares ("Ordinary Shares") of Theravance Biopharma, Inc. ("Theravance Biopharma"). The Ordinary Shares are held directly by GSK Finance. ( 2 )The Notes are guaranteed by GSK and exchangeable at the option of noteholders on any business day on or after September 1, 2020 for up to 9,644,792 Ordinary Shares at an initial exchange rate of 34.4044 Ordinary Shares per $1,000 principal amount of Notes, which is equivalent to an initial exchange price of approximately $29.0660. Under certain circumstances, GSK Finance may deliver cash in lieu of Ordinary Shares or a combination of Ordinary Shares and cash. The sale of the Notes resulted in $304,164,560 of gross proceeds.

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).

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