Innoviva, Inc. — Director's Dealing 2017

Jan 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Innoviva, Inc. (INVA)
CIK: 0001080014
Period of Report: 2017-01-17

Reporting Person: dEsparbes Eric (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-17	Common Stock	A	133398	—	Acquired	364725	Direct

Footnotes

F1: Includes 66,698 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, 2018, and 6.25% of the shares subject to the RSA shall vest quarterly thereafter on the Issuer's standard vesting dates until February 20, 2021, 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 relative total shareholder return (TSR). The "target" number of shares that may vest is 33,350 but the actual number of shares that may vest will range from 0 to 66,700 shares based on the Issuer's relative 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, 2019 and the remaining one-third of such shares will vest on February 20, 2020 and (ii) the share eligible to vest based on achievement for the three-year performance period will vest on February 20, 2020, 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.