Innoviva, Inc. — Director's Dealing 2011

Nov 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-11-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	M	14076	$8.53	Acquired	354544	Direct
2011-11-28	Common Stock	M	16129	$8.53	Acquired	370673	Direct
2011-11-28	Common Stock	S	20000	$21.00	Disposed	350673	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-28	Stock Option (Right to Buy)	$8.53	M	14076	Disposed	2012-02-24	Common Stock (14076)	Direct
2011-11-28	Stock Option (Right to Buy)	$8.53	M	16129	Disposed	2012-02-24	Common Stock (16129)	Direct

Holdings (Non-Derivative)

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

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 $21.01. 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: 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.

F4: Exercisable immediately.