Innoviva, Inc. — Director's Dealing 2011

Mar 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-03-02

Reporting Person: DRAZAN JEFFREY M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	3% Convertible Subordinated Notes due 2015	$25.87	S		Disposed	2015-01-15	Common Stock (61577)	Indirect
2011-03-03	3% Convertible Subordinated Notes due 2015	$25.87	S		Disposed	2015-01-15	Common Stock (61848)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
3% Convertible Subordinated Notes due 2015	$25.87	2015-01-15	Common Stock (11867)		Indirect

Footnotes

F1: Convertible notes are exercisable at any time prior to the close of business on the business day immediately preceding the Expiration Date.

F2: Price received includes $6,903.00 of accrued interest.

F3: Reporting Person is a general partner of SV Associates VI, L.P., which is the general partner of Sierra Ventures VI, L.P. The Reporting Person disclaims beneficial ownership of these reported securities, except to the extent of his pecuniary interest therein.

F4: Price received includes $6,933.33 of accrued interest.

F5: Convertible notes held in the name of SV Associates VI, L.P. as nominee, of which $69,906.20 represents convertible notes held in the name of SV Associates VI, L.P. as nominee on behalf of the Reporting Person. The Reporting Person disclaims beneficial ownership of these reported securities, except to the extent of his pecuniary interest therein.