SEC Form 4 · accession 0001179110-16-017815

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 144,666 shares of common stock granted pursuant to a time-based restricted stock award (RSA). Twenty-five percent of the shares subject to the RSA shall vest on February 20, 2017, and 6.25% of the shares subject to the RSA shall vest quarterly thereafter on the Issuer's standard vesting dates until February 20, 2020, 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 award (PSA). The shares vest pursuant to the PSA over a two-year and three-year 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 72,334, but the actual number of shares that may vest will range from 0 to 144,668 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 February 20, 2019 and (ii) the shares eligible to vest based on achievement for the three-year performance period will vest on February 20, 2019, 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 1,279 shares of common stock acquired under the Innoviva, Inc. Employee Stock Purchase Plan (ESPP) on November 15, 2015.