Matthew Ronsheim - 18 Jan 2024 Form 4 Insider Report for Innoviva, Inc. (INVA)

Role: Officer
Signature: /s/ Matthew Ronsheim
Issuer symbol: INVA
Transactions as of: 18 Jan 2024
Net transactions value: -$25,680
Form type: 4
Filing time: 22 Jan 2024, 21:16:54 UTC
Previous filing: 10 Jan 2024
Next filing: 22 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INVA	Common Stock	Tax liability	$25,680	-1,600	-5.3%	$16.05	28,817	18 Jan 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INVA	Nonqualified Stock Option	Award	$0	+60,000	+181%	$0.000000	93,100	18 Jan 2024	Common Stock	60,000	$16.05	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.
F2	25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Dr. Ronsheim's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

Content

The shares were withheld by the Issuer to satisfy income tax withholding obligations associated with the quarterly vesting of previously granted employee equity grants.

25% of the options will vest on February 20, 2025 and the balance will vest in twelve (12) substantially equal installments thereafter on each three (3) month anniversary of the initial vesting date, in each case, subject to Dr. Ronsheim's continuous service through the applicable vesting date, with accelerated vesting (i) in the event of a "change in control" (as defined in the Issuer's 2012 Equity Incentive Plan) in which the options are not assumed or replaced, or (ii) in the event that Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

Remarks:

Dr. Ronsheim is President of Innoviva Specialty Therapeutics, Inc. which is a wholly owned subsidiary of Innoviva Specialty Therapeutics Holdings, LLC, which is a wholly owned subsidiary of Innoviva, Inc.