UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 9)*
INNOVIVA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45781M101
(CUSIP Number)
Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 45781M101 | Page 2 |
| 1 |
NAME OF REPORTING PERSONS
GlaxoSmithKline plc
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)☐ (b) ☐
| ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
WC
| ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
| ||
| 6 |
CITIZENSHIP OR PLACE OR ORGANIZATION
England and Wales
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER
0
| |
| 8 |
SHARED VOTING POWER
0
| ||
| 9 |
SOLE DISPOSITIVE POWER
0
| ||
| 10 |
SHARED DISPOSITIVE POWER
0
| ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| ||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
| ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| ||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
| ||
| CUSIP No. 45781M101 | Page 3 |
This Amendment No. 9 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 9, 2010 (as amended by Amendment No. 1 filed on April 2, 2012, Amendment No. 2 filed on May 16, 2012, Amendment No. 3 filed on August 1, 2013, Amendment No. 4 filed on November 4, 2014, Amendment No. 5 filed on August 25, 2016, Amendment No. 6 filed on April 13, 2017, Amendment No. 7 filed on April 10, 2018 and Amendment No. 8 filed on February 12, 2021, the “Schedule 13D” and as amended by this Amendment No. 9, the “Statement”) with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”) of Innoviva, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principle executive offices are located at 2000 Sierra Point Parkway, Suite 500, Brisbane, CA 94005.
GlaxoSmithKline plc is filing this amendment to amend and restate Item 4 in its entirety.
Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 4. Purpose of Transaction.
Item 4 is hereby superseded and replaced to read in full as follows:
Pursuant to a share repurchase agreement by and between Glaxo Group Limited ("GGL"), an indirect wholly owned subsidiary of the Reporting Person, and Innoviva, Inc. (the "Issuer") dated as of May 20, 2021 (the “Repurchase Agreement”), the Reporting Person sold 32,005,260 shares of its common stock, par value $0.01 per share, to the Issuer, representing all of the shares of common stock owned by the Reporting Person or its affiliates. The purchase price under the Repurchase Agreement was $12.25 per share, resulting in a total consideration of $392,064,435. The transaction closed on May 25, 2021.
| CUSIP No. 45781M101 | Page 4 |
Item 5. Interest in Securities of the Issuer.
The disclosure previously contained in Item 5 is hereby superseded and replaced to read as follows:
| (a), (b) | As a result of the consummation of the Repurchase Agreement, the Reporting Person no longer has beneficial ownership of any shares of the Issuer’s Common Stock. |
| (c) | Except as set forth in Item 4 of this Schedule 13D, neither the Reporting Person nor, to the best knowledge of the Reporting Person, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Shares during the past 60 days. |
| (d) | No person other than the Reporting Person and GGL has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. |
| (e) | The Reporting Person ceased to be a beneficial owner of 5% or more of the Issuer’s Common Stock on the Effective Time. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information contained in Item 4 is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.
| CUSIP No. 45781M101 | Page 5 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 25, 2021
| GLAXOSMITHKLINE PLC | ||
| By: | /s/ Victoria A. Whyte | |
| Victoria A. Whyte Authorized Signatory | ||
| CUSIP No. 45781M101 | Page 6 |
Schedule 1
|
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
| Board of Directors | |||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Charles Bancroft | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
US |
| Manvinder Singh Banga | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director
|
British & Indian
|
| Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D | US |
| Dr Anne Beal | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr. Vivienne Cox | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | British |
| Lynn Elsenhans | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr. Jesse Goodman | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| Dr Laurie Glimcher | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | US |
| CUSIP No. 45781M101 | Page 7 |
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
|
Urs Rohner
|
980 Great West Road Brentford Middlesex, England TW8 9GS |
Company Director | Swiss |
| Sir Jonathan Symonds | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chairman and Company Director | British |
| Corporate Executive Team | |||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director and Chief Executive Officer | British |
| Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080
|
Chief Scientific Officer & President, R&D
|
US |
| Roger Connor | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Vaccines | Irish |
| Diana Conrad | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Human Resoures | Canadian |
| James Ford | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President & General Counsel | British & US |
| Nick Hirons | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Ethics and Compliance | British & US |
| Sally Jackson | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Senior Vice President, Global Communications and CEO Office | British |
| CUSIP No. 45781M101 | Page 8 |
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Executive Director & Chief Financial Officer | British |
| Brian McNamara | 184 Liberty Corner Road Warren NJ, 07059 |
Chief Executive Officer, GSK Consumer Healthcare | US |
|
Luke Miels
|
980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Pharmaceuticals | Australian |
| David Redfern | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Strategy Officer | British |
| Regis Simard | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President Pharmaceutical Supply Chain | French & British |
| Karenann Terrell | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Digital and Technology Officer | Canadian |
| Philip Thomson | 980 Great West Road Brentford Middlesex, England TW8 9GS |
President, Global Affairs | British |
| Deborah Waterhouse | 980 Great West Road Brentford Middlesex, England TW8 9GS |
Chief Executive Officer of ViiV Healthcare | British |