Innoviva, Inc. — Director's Dealing 2011

Jun 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-05-27

Reporting Person: Brinkley David L (Head of Business Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	Common Stock	M	2652	$3.10	Acquired	99148	Direct
2011-05-27	Common Stock	M	2789	$3.10	Acquired	101937	Direct
2011-05-27	Common Stock	M	52371	$9.69	Acquired	154308	Direct
2011-05-27	Common Stock	S	57812	$25.31	Disposed	96496	Direct
2011-05-31	Common Stock	M	44402	$9.69	Acquired	140898	Direct
2011-05-31	Common Stock	M	1039	$18.37	Acquired	141937	Direct
2011-05-31	Common Stock	S	51500	$25.65	Disposed	90437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-27	Stock Option (Right to Buy)	$3.10	M	2652	Disposed	2013-01-24	Common Stock (2652)	Direct
2011-05-27	Stock Option (Right to Buy)	$3.10	M	2789	Disposed	2013-01-24	Common Stock (2789)	Direct
2011-05-27	Stock Option (Right to Buy	$9.69	M	52371	Disposed	2014-03-29	Common Stock (52371)	Direct
2011-05-31	Stock Option (Right to Buy)	$9.69	M	44402	Disposed	2014-03-29	Common Stock (44402)	Direct
2011-05-31	Stock Option (Right to Buy)	$18.37	M	1039	Disposed	2015-02-09	Common Stock (1039)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $25.22 to $25.50. 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.

F2: This transaction was executed in multiple trades at prices ranging from $25.26 to $26.17. The price reported above reflects the weighted average sale price.

F3: Immediately exercisable