Innoviva, Inc. — Director's Dealing 2011

Jul 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2011-07-21

Reporting Person: GLAXOSMITHKLINE PLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-21	Common Stock	C	9401499	—	Acquired	15565076	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-21	Class A Common Stock	$0	C	9401499	Disposed		Common Stock (9401499)	Indirect

Footnotes

F1: Shares of Common Stock are held of record by GlaxoSmithKline LLC ("GSK LLC") and Glaxo Group Limited ("GGL"), each of which is a wholly-owned subsidiary of the Reporting Person.

F2: All shares of Class A common stock were beneficially owned by the Reporting Person ("GSK"). GSK had the right to convert each share of Class A common stock into one share of common stock on or after the put/call termination date. The put/call termination date is the date following redemption of the Issuer's common stock pursuant to exercise by GSK of its call option by written notice between June 1, 2007 and July 1, 2007 on a date not later than July 31, 2007, or, in the alternative, on the close of business of the last day in which holders of the Issuer's common stock can exercise their option to put shares during the period beginning August 1, 2007 and ending on the 30th business day thereafter or as may be required under the Securities Exchange Act of 1934, as amended, or the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

F3: No expiration date on right to exchange Class A common for Common Stock.

F4: Shares of Class A common stock were held of record by GSK LLC and GGL.