Stephen Basso - Aug 31, 2023 Form 4 Insider Report for Innoviva, Inc. (INVA)

Role: Chief Financial Officer
Signature: /s/ Stephen Basso
Stock symbol: INVA
Transactions as of: Aug 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/31/2023, 08:12 PM
Previous filing: Aug 31, 2023
Next filing: Mar 7, 2024

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	+150K		$0.00	150K	Aug 31, 2023	Common Stock	150K	$12.75	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 November 20, 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 Mr. Basso'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 Mr. Basso experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Basso for "good reason" (each as defined in Mr. Basso'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 November 20, 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 Mr. Basso'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 Mr. Basso experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Basso for "good reason" (each as defined in Mr. Basso's employment agreement) within 12 months following a "change in control," subject to an effective release of claims.