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: WITEK THEODORE L JR (Sr. VP & Chief Scientific Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-14	Common Stock	A	92587	—	Acquired	165554	Direct

Footnotes

F1: Includes 49,293 shares of common stock underlying a time-based restricted stock unit award (RSU). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2017, and 6.25% on May 20, 2017, 6.25% on August 20, 2017, 6.25% on November 20, 2017, 6.25% on February 20, 2018, 6.25% on August 20, 2018 and the remaining 37.5% on November 20, 2018, 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 unit award (PSU). The shares vest pursuant to the PSU over a two-year and a 32-month 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 November 20, 2018 and (ii) the shares eligible to vest based on achievement for the 32-month performance period will vest on November 20, 2018, 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.