0001104659-24-003085.txt : 20240110
0001104659-24-003085.hdr.sgml : 20240110
20240110202646
ACCESSION NUMBER: 0001104659-24-003085
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240101
FILED AS OF DATE: 20240110
DATE AS OF CHANGE: 20240110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ronsheim Matthew
CENTRAL INDEX KEY: 0001824386
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30319
FILM NUMBER: 24527772
MAIL ADDRESS:
STREET 1: 35 GATEHOUSE DRIVE
CITY: WALTHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Innoviva, Inc.
CENTRAL INDEX KEY: 0001080014
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 943265960
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1350 OLD BAYSHORE HIGHWAY
STREET 2: SUITE 400
CITY: BURLINGAME
STATE: CA
ZIP: 94010
BUSINESS PHONE: 6502389600
MAIL ADDRESS:
STREET 1: 1350 OLD BAYSHORE HIGHWAY
STREET 2: SUITE 400
CITY: BURLINGAME
STATE: CA
ZIP: 94010
FORMER COMPANY:
FORMER CONFORMED NAME: THERAVANCE INC
DATE OF NAME CHANGE: 20020207
FORMER COMPANY:
FORMER CONFORMED NAME: ADVANCED MEDICINE INC
DATE OF NAME CHANGE: 20000302
3
1
tm242561-1_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2024-01-01
0
0001080014
Innoviva, Inc.
INVA
0001824386
Ronsheim Matthew
35 GATEHOUSE DRIVE
WALTHAM
MA
02451
0
1
0
0
See Remarks
Common Stock
12945
D
Nonqualified Stock Option
12.98
Common Stock
16500
D
Nonqualified Stock Option
12.48
Common Stock
16600
D
Restricted Stock Units
Common Stock
17472
D
The stock options were granted on November 5, 2022, and 25% of the options vested on November 20, 2023 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 Dr. Ronsheim'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 Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.
The stock options were granted on January 30, 2023, and 25% of the options will vest on February 20, 2024 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 Dr. Ronsheim'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 Dr. Ronsheim experiences a termination of employment by the Innoviva, Inc. without "cause" or by Dr. Ronsheim for "good reason" (each as defined in Dr. Ronsheim's employment agreement) within 24 months following a "change in control," subject to an effective release of claims.
The stock options were granted pursuant to time-based restricted stock units (RSUs). The RSUs provide that 25% of the shares underlying any grant vests approximately one year following grant and 6.25% of the shares underlying the grant vest quarterly thereafter on the Issuer's standard vesting dates, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
Dr. Ronsheim is President of Innoviva Specialty Therapeutics, Inc. which is a wholly owned subsidiary of Innoviva Specialty Therapeutics Holdings, LLC, which is a wholly owned subsidiary of Innoviva, Inc.
/s/ Matthew Ronsheim
2024-01-10