Page 7 of 11 – SEC Filing
| CUSIP No. 45781M101 |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 (the Shares), issued by Innoviva, Inc. (the Issuer). The address of the principal executive offices of the Issuer is 2000 Sierra Point Parkway, Suite 500, Brisbane, CA 94005.
Item 2. Identity and Background.
The persons filing this statement are Sarissa Capital Management LP, a Delaware limited partnership (Sarissa Capital), Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (Sarissa Offshore), Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (Sarissa Catapult), Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership (Sarissa Hawkeye), and Alexander J. Denner, Ph.D., a citizen of the United States of America (collectively, the Reporting Persons).
The principal business address of (i) each of Sarissa Capital, Sarissa Catapult, Sarissa Hawkeye and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830 and (ii) Sarissa Offshore is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
Sarissa Capitals principal business is serving as investment advisor to private investment funds (such funds, the Sarissa Funds), including Sarissa Offshore, Sarissa Catapult and Sarissa Hawkeye. The ultimate general partner of each of Sarissa Capital, Sarissa Offshore and Sarissa Hawkeye and the managing member of Sarissa Catapult is controlled by Dr. Denner. Dr. Denners principal occupation is serving as the Chief Investment Officer of Sarissa Capital.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
The aggregate purchase price for the Share acquisitions reported on this Schedule 13D by the Reporting Persons was approximately $11 million (including commissions) in the aggregate. The source of funding for these Shares was the general working capital of the respective purchasers.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares because the Reporting Persons believe the Shares are undervalued. The Reporting Persons reserve the right to, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, Securities) of the Issuer in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.
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