SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DRAZAN JEFFREY M

(Last)

(First)

(Middle)

2884 SAND HILL RD STE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/13/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	04/01/2005		J⁽¹⁾		3,609	A	⁽¹⁾	19,738	D
COMMON STOCK	04/04/2005		J⁽²⁾		6,354	A	⁽²⁾	26,092	D
COMMON STOCK	04/01/2005		J⁽¹⁾		1,046	A	⁽¹⁾	2,686,513	I	SIERRA VENTURES VI, L.P.⁽³⁾
COMMON STOCK	04/04/2005		J⁽²⁾		1,873	A	⁽²⁾	2,688,386	I	SIERRA VENTURES VI, L.P.⁽³⁾
COMMON STOCK	04/01/2005		J⁽¹⁾		57	A	⁽¹⁾	58,917	I	SV ASSOCIATES VI, L.P. HELD AS NOMINEE⁽⁴⁾
COMMON STOCK	04/04/2005		J⁽²⁾		103	A	⁽²⁾	59,020	I	SV ASSOCIATES VI, L.P. HELD AS NOMINEE⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents pro rata distributions received from East River Ventures I, L.P. East River Ventures I, L.P. is not affiliated with Mr. Drazan, SV Associates VI, L.P., or Sierra Ventures VI, L.P.

2. Represents pro rata distributions received from Victory Ventures, LLC. These shares were listed as indirectly beneficially owned by Mr. Drazan in his Form 3 filing with the SEC, as amended, with respect to Theravance Inc., because Mr. Drazan served as a member of the Board of Directors of Victory Ventures, LLC. This distribution represents a change in the form of beneficial ownership only.

3. Reporting person is a general partner of SV Associates VI, L.P., which is the general partner of Sierra Ventures VI, L.P. Mr. Drazan disclaims beneficial ownership in these shares, except to the extent of his indirect pecuniary interest in his distributive shares therein.

4. Shares are held in the name of SV Associates VI, L.P., as nominee on behalf of reporting person. Filing amended to properly reflect shares held on behalf of reporting person.

	JEFFREY M. DRAZAN	02/06/2005
	** Signature of Reporting Person	Date
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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