X0306 4 2012-10-15 0 0001080014 THERAVANCE INC THRX 0001318005 Aguiar Michael W THERAVANCE, INC. 901 GATEWAY BOULEVARD SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Sr VP, Chief Financial Officer Common Stock 2012-10-15 4 A 0 5000 0 A 137486 D On February 15, 2012, the reporting person was granted a performance stock award (PSA) covering 5,000 shares of common stock. The PSA vests over approximately four years of service from the grant date, contingent upon the achievement of one of three possible performance goals. Upon the achievement of one of the performance goals on October 15, 2012, the PSA began vesting. Michael W. Aguiar 2012-10-17