Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Brinkley David L
 2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2009		 3. Issuer Name and Ticker or Trading Symbol
THERAVANCE INC [THRX]
(Last)
(First)
(Middle)
THERAVANCE, INC., 901 GATEWAY BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Business Dev.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 14,413
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 06/17/2010 Common Stock 76,032 $ 8.53 D  
Stock Option (Right to Buy)   (1) 02/24/2012 Common Stock 38,271 $ 8.53 D  
Stock Option (Right to Buy)   (1) 01/24/2013 Common Stock 30,037 $ 3.1 D  
Stock Option (Right to Buy)   (1) 03/29/2014 Common Stock 96,773 $ 9.69 D  
Stock Option (Right to Buy)   (1) 02/09/2015 Common Stock 16,129 $ 18.37 D  
Stock Option (Right to Buy)   (2) 02/07/2016 Common Stock 16,129 $ 29.65 D  
Stock Option (Right to Buy)   (2) 02/13/2017 Common Stock 16,129 $ 34 D  
Stock Option (Right to Buy)   (3) 11/30/2018 Common Stock 100,000 $ 6.15 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brinkley David L
THERAVANCE, INC.
901 GATEWAY BOULEVARD
SOUTH SAN FRANCISCO, CA 94080		       Head of Business Dev.  

Signatures

Bradford J. Shafer as Attorney-in-Fact 06/11/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Immediately exercisable.
(2) The option becomes exercisable for the shares in a series of 48 equal monthly installments. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee remains in continuous service through such date.
(3) The option may be exercised with respect to the first 25% of the shares subject to this option when optionee completes 12 months of continuous service after the grant date. This option may be exercised with respect to an additional 1/48th of the shares subject to this option when optionee completes each month of continuous service thereafter. The option shall be fully vested and exercisable on the 4-year anniversary of the grant date provided optionee has remained in continuous service through such date.

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