Innoviva, Inc. — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: THERAVANCE INC (THRX)
CIK: 0001080014
Period of Report: 2014-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	30967	$9.6875	Acquired	326731	Direct
2014-03-03	Common Stock	M	65806	$9.6875	Acquired	392537	Direct
2014-03-03	Common Stock	S	64006	$36.72	Disposed	328531	Direct
2014-03-03	Common Stock	S	1800	$37.23	Disposed	326731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Stock Option (Right to Buy)	$9.6875	M	30967	Disposed	2014-03-28	Common Stock (30967)	Direct
2014-03-03	Stock Option (Right to Buy)	$9.6875	M	65806	Disposed	2014-03-28	Common Stock (65806)	Direct

Holdings (Non-Derivative)

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

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 $36.19 to $37.15. 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 $37.19 to $37.24. The price reported above reflects the weighted average sale price.

F4: 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.

F5: Exercisable immediately.