Edgar Filing: Witek Theodore J. Jr.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Witek Theodore J. Jr.

2. Issuer Name and Ticker or Trading Symbol
Innoviva, Inc. [INVA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP & Chief Scientific Off.

(Last)

(First)

(Middle)

2000 SIERRA POINT PARKWAY, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018

(Street)

BRISBANE, CA 94005

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2018		A		74,444 ⁽¹⁾ ⁽²⁾	A	$ 0	262,017	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Witek Theodore J. Jr. 2000 SIERRA POINT PARKWAY SUITE 500 BRISBANE, CA 94005			Sr. VP & Chief Scientific Off.

Signatures

Theodore L. Witek, Jr.		03/06/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 24,814 shares of common stock granted pursuant to a time-based restricted stock unit award (RSU). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2019, and 6.25% on May 20, 2019, 6.25% on August 20, 2019, 6.25% on November 20, 2019, 6.25% on February 20, 2020, 6.25% on May 20, 2020, 6.25% on August 20, 2020 and remaining 37.5% on November 20, 2020, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
(2)	Includes shares of common stock granted pursuant to a performance-based restricted stock unit award (PSU). The shares vest pursuant to the PSU over a 31-month performance period upon, and subject to a formula related to, the Issuer's achievement of certain levels of relative total shareholder return (TSR). The "target" number of shares that may vest is 24,815, but the actual number of shares that may vest will range from 0 to 49,630 shares based on the Issuer's relative TSR over the performance period. Subject to achievement of the performance-based vesting conditions, the shares eligible to vest based on achievement will vest on November 20, 2021 provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

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