Innoviva, Inc. — Director's Dealing 2016

Jan 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Innoviva, Inc. (INVA)
CIK: 0001080014
Period of Report: 2016-01-14

Reporting Person: ABERCROMBIE GEORGE B (Sr. VP & Chief Comm. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-14	Common Stock	A	92587	—	Acquired	175554	Direct

Footnotes

F1: Includes 46,293 shares of common stock granted pursuant to a time-based restricted stock award (RSA). Twenty-five percent of the shares subject to the RSA shall vest on February 20, 2017, and 6.25% of the shares subject to the RSA shall vest quarterly thereafter on the Issuer's standard vesting dates until February 20, 2020, provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

F2: Includes shares of common stock granted pursuant to a performance-based restricted stock award (PSA). The shares vest pursuant to the PSA over a two-year and three-year performance period upon, and subject to a formula related to, the Issuer's achievement of certain levels of total shareholder return (TSR). The "target" number of shares that may vest is 23,147, but the actual number of shares that may vest will range from 0 to 46,294 shares based on the Issuer's TSR over the performance periods. Subject to achievement of the performance-based vesting conditions, (i) two-thirds of the shares eligible to vest based on achievement for the two-year performance period will vest on February 20, 2018 and the remaining one-third of such shares will vest on February 20, 2019 and (ii) the shares eligible to vest based on achievement for the three-year performance period will vest on February 20, 2019, in each case, (continued in Footnote 3)

F3: (continued from Footnote 2) provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

F4: Includes 1,538 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan (ESPP) on November 15, 2015.