SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Witek Theodore J. Jr.

(Last) (First) (Middle)
2000 SIERRA POINT PARKWAY
SUITE 500

(Street)
BRISBANE CA 94005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Innoviva, Inc. [ INVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & Chief Scientific Off.
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2018 A 74,444(1)(2) A $0 262,017 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 24,814 shares of common stock granted pursuant to a time-based restricted stock unit award (RSU). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2019, and 6.25% on May 20, 2019, 6.25% on August 20, 2019, 6.25% on November 20, 2019, 6.25% on February 20, 2020, 6.25% on May 20, 2020, 6.25% on August 20, 2020 and remaining 37.5% on November 20, 2020, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
2. 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 31-month 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 24,815, but the actual number of shares that may vest will range from 0 to 49,630 shares based on the Issuer's relative TSR over the performance period. Subject to achievement of the performance-based vesting conditions, the shares eligible to vest based on achievement will vest on November 20, 2021 provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
Theodore L. Witek, Jr. 03/06/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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