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