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Innoviva, Inc. Director's Dealing 2011

Feb 28, 2011

32090_dirs_2011-02-28_6b07fab5-50af-40e3-928e-a115a9e8339e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-02-24

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-24 Common Stock M 135950 $8.525 Acquired 692223 Direct
2011-02-24 Common Stock S 93100 $21.45 Disposed 599123 Direct
2011-02-25 Common Stock M 135850 $8.525 Acquired 734973 Direct
2011-02-25 Common Stock S 50200 $22.22 Disposed 684773 Direct
2011-02-25 Common Stock S 42000 $22.74 Disposed 642773 Direct
2011-02-28 Common Stock M 101752 $8.525 Acquired 744525 Direct
2011-02-28 Common Stock S 29800 $22.49 Disposed 714725 Direct
2011-02-28 Common Stock S 37200 $23.49 Disposed 677525 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-24 Stock Option (Right to Buy) $8.525 M 135950 Disposed 2011-12-08 Common Stock (135950) Direct
2011-02-25 Stock Option (Right to Buy) $8.525 M 135850 Disposed 2011-12-08 Common Stock (135850) Direct
2011-02-28 Stock Option (Right to Buy) $8.525 M 101752 Disposed 2011-12-08 Common Stock (101752) 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 $20.85 to $21.74. 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 $21.57 to $22.56. The price reported above reflects the weighted average sale price.

F4: This transaction was executed in multiple trades at prices from $22.57 to $22.85. The price reported above reflects the weighted average sale price.

F5: This transaction was executed in multiple trades at prices from $22.09 to $22.99. The price reported above reflects the weighted average sale price.

F6: This transaction was executed in multiple trades at prices from $23.00 to $23.95. The price reported above reflects the weighted average sale price.

F7: Immediately exercisable