SEC Form 4 · accession 0001179110-16-017812

Innoviva, Inc. · INVA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Includes 49,293 shares of common stock underlying a time-based restricted stock unit award (RSU). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2017, and 6.25% on May 20, 2017, 6.25% on August 20, 2017, 6.25% on November 20, 2017, 6.25% on February 20, 2018, 6.25% on August 20, 2018 and the remaining 37.5% on November 20, 2018, provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
• F2Includes shares of common stock granted pursuant to a performance-based restricted stock unit award (PSU). The shares vest pursuant to the PSU over a two-year and a 32-month performance period upon, and subject to a formula related to, the Issuer's achievement of certain levels of total shareholder return (TSR). The "target" number of shares that may vest is 23,147, but the actual number of shares that may vest will range from 0 to 46,294 shares based on the Issuer's TSR over the performance periods. Subject to achievement of the performance-based vesting conditions, (i) two-thirds of the shares eligible to vest based on achievement for the two-year performance period will vest on February 20, 2018 and the remaining one-third of such shares will vest on November 20, 2018 and (ii) the shares eligible to vest based on achievement for the 32-month performance period will vest on November 20, 2018, in each case, (continued in Footnote 3)
• F3(continued from Footnote 2) provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
• F4Includes 1,538 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan (ESPP) on November 15, 2015.