Margaret Koziel - Jul 31, 2023 Form 4 Insider Report for Innoviva, Inc. (INVA)

Role: Chief Medical Officer
Signature: /s/ Margaret Koziel
Stock symbol: INVA
Transactions as of: Jul 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/2/2023, 09:32 PM
Previous filing: Mar 3, 2023

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	+60K		$0.00	60K	Jul 31, 2023	Common Stock	60K	$13.55	Direct	F1

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

Explanation of Responses:

Id	Content
F1	25% of the options will vest on July 31, 2024 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. Koziel'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. Koziel experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Kozial for "good reason" (each as defined in Dr. Koziel's employment agreement) within 12 months following a "change in control.," subject to an effective release of claims.

Content

25% of the options will vest on July 31, 2024 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. Koziel'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. Koziel experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Kozial for "good reason" (each as defined in Dr. Koziel's employment agreement) within 12 months following a "change in control.," subject to an effective release of claims.