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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Innoviva, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
45781M101 (CUSIP Number) |
Mark DiPaolo, General Counsel Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor Greenwich, CT, 06830 203-302-2330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45781M101 |
| 1 |
Name of reporting person
Sarissa Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,237,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 45781M101 |
| 1 |
Name of reporting person
DENNER ALEXANDER J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,237,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Innoviva, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1350 OLD BAYSHORE HIGHWAY, SUITE 400, BURLINGAME,
CALIFORNIA
, 94010. | |
Item 1 Comment:
This statement constitutes Amendment No. 4 to the Schedule 13D of the Reporting Persons ("Amendment No. 4") relating to the Common Stock, par value $0.01 per share (the "Shares"), issued by Innoviva, Inc. (the "Issuer"), and hereby amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 25, 2019, as amended by Amendment No. 1 thereto filed on December 14, 2020, Amendment No. 2 thereto filed on May 25, 2021, and Amendment No. 3 thereto filed on May 15, 2023, and collectively with this Amendment No. 4 (the "Schedule 13D"), to furnish the additional information set forth herein. This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following:
The information contained in Item 4 of Amendment No. 4 is incorporated by reference herein, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following:
The Reporting Persons may make additional sales of Common Stock or enter other transactions related to the Issuer's securities. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 (a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows:
At the close of business on March 7, 2025, the Reporting Persons may be deemed to beneficially own, in the aggregate, 5,237,161 Shares representing approximately 8.36% of the Issuer's outstanding Shares (based upon 62,675,545 Shares stated to be outstanding as of February 14, 2025 by the Issuer in the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 26, 2025). | |
| (b) | All of the Shares for which Sarissa Capital and Dr. Denner may be deemed to have beneficial ownership are held directly by the Sarissa Funds for which Sarissa Capital serves as the investment advisor. Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 5,237,161 Shares held by the Sarissa Funds. By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital's general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 5,237,161 Shares held by the Sarissa Funds. | |
| (c) | On March 4, 2025, the Sarissa Funds disposed of 151,175 Shares at a weighted average price of $17.6291 per Share, in open market transactions at prices ranging from $17.55 to $17.89, inclusive, for an aggregate price of $2,665,078.96. The Reporting Persons undertake to provide, upon request by the Staff of the SEC, full information regarding the number of Shares purchased at each separate price. As of the opening of the market on March 4, 2025, except as set forth above, the Reporting Persons did not transact in the Shares in the past 60 days.
On March 5, 2025, the Sarissa Funds disposed of 270,374 Shares at a weighted average price of $17.6279 per Share, in open market transactions at prices ranging from $17.49 to $17.72, inclusive, for an aggregate price of $4,766,131.23. The Reporting Persons undertake to provide, upon request by the Staff of the SEC, full information regarding the number of Shares purchased at each separate price. As of the opening of the market on March 5, 2025, except as set forth above, the Reporting Persons did not transact in the Shares in the past 60 days.
On March 6, 2025, the Sarissa Funds disposed of 1,196,746 Shares at a weighted average price of $17.5177 per Share, in open market transactions at prices ranging from $17.48 to $17.64, inclusive, for an aggregate price of $20,964,228.74 for March 7, 2025 trades. The Reporting Persons undertake to provide, upon request by the Staff of the SEC, full information regarding the number of Shares purchased at each separate price. As of the close of business on March 7, 2025, except as set forth above, the Reporting Persons did not transact in the Shares in the past 60 days.
On March 7, 2025, the Sarissa Funds disposed of 421,544 Shares at a weighted average price of $17.6854 per Share, in open market transactions at prices ranging from $17.50 to $17.84, inclusive, for an aggregate price of $7,455,167.89 for March 7, 2025 trades. The Reporting Persons undertake to provide, upon request by the Staff of the SEC, full information regarding the number of Shares purchased at each separate price. As of the close of business on March 7, 2025, except as set forth above, the Reporting Persons did not transact in the Shares in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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