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

Role: Chief Accounting Officer
Signature: /s/ Marianne Zhen
Stock symbol: INVA
Transactions as of: Mar 5, 2024
Transactions value $: $159,990
Form type: 4
Date filed: 3/7/2024, 07:00 PM
Previous filing: Feb 22, 2024
Next filing: May 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INVA	Common Stock	Award	$160K	+10.8K	+29.21%	$14.88	47.6K	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	+23K	+57.56%	$0.00	63K	Mar 5, 2024	Common Stock	23K	$14.88	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Reporting Person was granted a one time-based restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2025, 6.25% on May 20, 2025, and an additional 6.25% on the final day of each 3-month period thereafter, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. The grant was approved by the Compensation Committee of the Board of Directors of the Company.
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 Ms. Zhen'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 Ms. Zhen experiences a termination of employment by the Innoviva, Inc. without "cause" or by Ms. Zhen for "good reason" (each as defined in Ms. Zhen's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.

Content

The Reporting Person was granted a one time-based restricted stock unit ("RSU"). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2025, 6.25% on May 20, 2025, and an additional 6.25% on the final day of each 3-month period thereafter, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date. The grant was approved by the Compensation Committee of the Board of Directors of the Company.

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