Innoviva, Inc. — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-02-20

Reporting Person: Winningham Rick E (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-20	Common Stock	F	6790	$22.50	Disposed	422033	Direct
2011-02-22	Common Stock	M	11729	$8.525	Acquired	433762	Direct
2011-02-22	Common Stock	M	246411	$8.525	Acquired	680173	Direct
2011-02-22	Common Stock	S	158500	$21.43	Disposed	521673	Direct
2011-02-22	Common Stock	S	10300	$22.15	Disposed	511373	Direct
2011-02-23	Common Stock	M	142500	$8.525	Acquired	653873	Direct
2011-02-23	Common Stock	S	97600	$21.14	Disposed	556273	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-22	Stock Option (Right to Buy)	$8.525	M	11729	Disposed	2011-12-08	Common Stock (11729)	Direct
2011-02-22	Stock Option (Right to Buy)	$8.525	M	246411	Disposed	2011-12-08	Common Stock (246411)	Direct
2011-02-23	Stock Option (Right to Buy)	$8.525	M	142500	Disposed	2011-12-08	Common Stock (142500)	Direct

Footnotes

F1: Dispositions made pursuant to a plan intended to comply with rule 10b5-1(c).

F2: This transaction was executed in multiple trades at prices from $21.00 to $21.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices from $22.00 to $22.36. The price reported above reflects the weighted average sale price.

F4: This transaction was executed in multiple trades at prices from $20.71 to $21.43. The price reported above reflects the weighted average sale price.

F5: Immediately exercisable