Innoviva, Inc. — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-02-11

Reporting Person: Shafer Bradford J (Sr VP, Gen. Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	12500	—	Acquired	270174	Direct
2011-02-11	Common Stock	A	100000	—	Acquired	370174	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750	Indirect
Common Stock	2750	Indirect
Common Stock	2750	Indirect
Common Stock	6451	Indirect

Footnotes

F1: On February 10, 2010, the reporting person was granted a restricted stock unit award (RSU) covering 25,000 shares of common stock. The RSU vests in quarterly installments over four years of service from the grant date, contingent upon the achievement of two performance goals. Upon the achievement of the second of two performance goals on February 11, 2011, the second half of the RSU began vesting.

F2: Shares held in trust for the benefit of a child of the reporting person. Reporting person is a trustee of the trust. Reporting person disclaims beneficial ownership of these shares.

F3: Shares held in trust for the benefit of the children of the reporting person. Reporting person is a trustee of the trust. Reporting person disclaims beneficial ownership of these shares.