Innoviva, Inc. — Director's Dealing 2012

Aug 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2012-08-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common Stock	M	80645	$3.10	Acquired	602491	Direct
2012-08-03	Common Stock	M	64516	$3.10	Acquired	667007	Direct
2012-08-03	Common Stock	S	39549	$27.77	Disposed	627458	Direct
2012-08-03	Common Stock	S	36200	$28.15	Disposed	591258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	Stock Option (Right to Buy)	$3.10	M	80645	Disposed	2013-01-24	Common Stock (80645)	Direct
2012-08-03	Stock Option (Right to Buy)	$3.10	M	64516	Disposed	2013-01-24	Common Stock (64516)	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 ranging from $27.46 to $27.96. 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 ranging from $28.01 to $28.47. The price reported above reflects the weighted average sale price.

F4: Immediately exercisable.