Innoviva, Inc. — Director's Dealing 2014

Jun 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2014-06-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-16	Common Stock	A	28365	—	Acquired	440763	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: On February 11, 2011, the reporting person was granted a performance stock award that vests based on the achievement of certain performance conditions over a six-year timeframe from 2011 through December 31, 2016 and continued employment. The award was amended in connection with the completion of the spin-off of Theravance Biopharma, Inc. from Theravance, Inc. to convert a portion of the award (as then subject to performance conditions) to time-based vesting based on a factor that took into account the average price of both a share of Theravance common stock and an ordinary share of Theravance Biopharma for a period of ten days following the spin-off. The 28,365 shares will vest on June 2, 2015, subject to the reporting person's continued employment through such date.

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.