Matthew Ronsheim - Jan 1, 2024 Form 3 Insider Report for Innoviva, Inc. (INVA)

Role
Officer
Signature
/s/ Matthew Ronsheim
Stock symbol
INVA
Transactions as of
Jan 1, 2024
Transactions value $
$0
Form type
3
Date filed
1/10/2024, 08:26 PM
Previous filing
Jul 11, 2022
Next filing
Jan 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding INVA Common Stock 12.9K Jan 1, 2024 Direct

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
holding INVA Nonqualified Stock Option Jan 1, 2024 Common Stock 16.5K $12.98 Direct F1
holding INVA Nonqualified Stock Option Jan 1, 2024 Common Stock 16.6K $12.48 Direct F2
holding INVA Restricted Stock Units Jan 1, 2024 Common Stock 17.5K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The stock options were granted on November 5, 2022, and 25% of the options vested on November 20, 2023 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.
F2 The stock options were granted on January 30, 2023, and 25% of the options will vest on February 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 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.
F3 The stock options were granted pursuant to time-based restricted stock units (RSUs). The RSUs provide that 25% of the shares underlying any grant vests approximately one year following grant and 6.25% of the shares underlying the grant vest quarterly thereafter on the Issuer's standard vesting dates, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
F4 Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.

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.