Innoviva, Inc. — Director's Dealing 2014

Aug 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2014-08-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Common Stock	M	33667	$14.53	Acquired	474430	Direct
2014-08-11	Common Stock	S	27108	$22.12	Disposed	447322	Direct
2014-08-12	Common Stock	S	1048	$22.30	Disposed	446274	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-11	Stock Option (Right to Buy)	$14.53	M	33667	Acquired	2015-02-09	Common Stock (33667)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: This transaction was executed in multiple trades at prices from $22.10 to $22.16. 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 the security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

F2: 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.

F3: Exercisable immediately.