Pavel Raifeld - Mar 5, 2024 Form 4 Insider Report for Innoviva, Inc. (INVA)

Role: Chief Executive Officer
Signature: /s/ Pavel Raifeld
Stock symbol: INVA
Transactions as of: Mar 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/7/2024, 06:57 PM
Previous filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	INVA	Common Stock						11.7K	Mar 5, 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	Non-statutory Stock Option	Award	$0	+75K	+15%	$0.00	575K	Mar 5, 2024	Common Stock	75K	$14.88	Direct	F2
transaction	INVA	Non-statutory Stock Option	Award	$0	+100K	+17.39%	$0.00	675K	Mar 5, 2024	Common Stock	100K	$18.00	Direct	F2
transaction	INVA	Non-statutory Stock Option	Award	$0	+150K	+22.22%	$0.00	825K	Mar 5, 2024	Common Stock	150K	$20.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Includes 1,867 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2023.
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 Mr. Raifeld'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. Raifeld experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Raifeld for "good reason" (each as defined in Mr. Raifeld's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

Content

Includes 1,867 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan on May 15, 2023.

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 Mr. Raifeld'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. Raifeld experiences a termination of employment by the Innoviva, Inc. without "cause" or by Mr. Raifeld for "good reason" (each as defined in Mr. Raifeld's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.