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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^*

DENNER ALEXANDER J

(Last)

(First)

(Middle)

C/O SARISSA CAPITAL MANAGEMENT LP

680 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/25/2023		P		50,000	A	$13.0866⁽¹⁾	7,050,000	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.01 per share	05/26/2023		P		30,000	A	$13.1243⁽²⁾	7,080,000	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.01 per share	05/30/2023		P		120,000	A	$13.0054⁽³⁾	7,200,000	I	See footnotes⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

DENNER ALEXANDER J

(Last)

(First)

(Middle)

C/O SARISSA CAPITAL MANAGEMENT LP

680 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sarissa Capital Management LP

(Last)

(First)

(Middle)

680 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 25, 2023, the Reporting Persons acquired 50,000 shares of Common Stock at a weighted average price of $13.0866 per share. The shares were purchased in multiple open market transactions at prices ranging from $13.015 to $13.14 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

2. On May 26, 2023, the Reporting Persons acquired 30,000 shares of Common Stock at a weighted average price of $13.1243 per share. The shares were purchased in multiple open market transactions at prices ranging from $13.011 to $13.14 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

3. On May 30, 2023, the Reporting Persons acquired 120,000 shares of Common Stock at a weighted average price of $13.0054 per share. The shares were purchased in multiple open market transactions at prices ranging from $12.93 to $13.125 per share, inclusive. The Reporting Persons undertake to provide, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.

4. Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to Sarissa Capital Offshore Master Fund LP, Sarissa Capital Catapult Fund LLC, Sarissa Capital Hawkeye Fund LP and Sarissa Capital Master Fund II LP (collectively, the "Sarissa Funds") and may be deemed to beneficially own the shares of Common Stock directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the shares of Common Stock. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer and ultimate general partner of Sarissa Capital and is the ultimate general partner, or controls the managing member, of each of the Sarissa Funds; accordingly, Dr. Denner may be deemed to beneficially own the shares of Common Stock directly held by the Sarissa Funds by virtue of such positions.

5. Each of Dr. Denner, Sarissa Capital and each of the Sarissa Funds disclaims beneficial ownership of the shares of Common Stock reported herein except, in each case, to the extent of their pecuniary interest therein.

	By: /s/ Mark DiPaolo, Senior Partner, General Counsel	05/30/2023
	/s/ Alexander J. Denner	05/30/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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