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Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ㅁ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Cayman Islands Commission File No. 001-36033 to THERAVANCE BIOPHARMA , INC . ( Exact name of registrant as specified in its charter ) ( State or Other Jurisdiction of Incorporation or Organization ) P.O. Box 309 Ugland House , South Church Street George Town , Grand Cayman , Cayman Islands ( Address of Principal Executive Offices ) 98-1226628 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : 650-808-6000 KY1-1104 ( Zip Code ) SECURITIES REGISTERED PURSUANT TO SECTION 12 ( b ) OF THE ACT : Title of Each Class Ordinary Share $ 0.00001 Par Value Trading Symbol TBPH Name of Each Exchange On Which Registered The Nasdaq Global Market SECURITIES REGISTERED PURSUANT TO SECTION 12 ( g ) OF THE ACT : NONE Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes □ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large Accelerated Filer Non - accelerated Filer Accelerated Filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No ☑ The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant was approximately $ 1.28 billion , based upon the closing price of $ 20.99 on the Nasdaq Global Market on June 30 , 2020 . On February 19 , 2021 , there were 64,327,830 of the registrant's ordinary shares outstanding . DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant's definitive Proxy Statement to be issued in conjunction with the registrant's 2021 Annual Meeting of Shareholders , which is expected to be filed not later than 120 days after the registrant's fiscal year ended December 31 , 2020 , are incorporated by reference into Part III of this Annual Report . Except as expressly incorporated by reference , the registrant's Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10 - K .