Page 3 of 6 – SEC Filing
Item 1. Security and Issuer.
This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 9, 2010 (as amended by Amendment No. 1 filed on April 2, 2012, Amendment No. 2 filed on May 16, 2012, Amendment No. 3 filed on August 1, 2013, Amendment No. 4 filed on November 4, 2014, and Amendment No. 5 filed on August 25, 2016, the “Schedule 13D” and as amended by this Amendment No. 6, the “Statement”) with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”) of Innoviva, Inc., a Delaware corporation (the “Issuer” or “Innoviva”). GlaxoSmithKline plc (“GSK”) is filing this amendment to reflect its current intent to vote for the Issuer board of directors’ nominees at the 2017 annual meeting of stockholders of the Issuer scheduled to be held on April 20, 2017 (the “2017 Annual Meeting”). The Issuer’s principal executive offices are located at 2000 Sierra Point Parkway, Suite 500, Brisbane, CA 94005. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting in its entirety Schedule 1 as attached to Amendment No. 5, and replacing it with Schedule 1 attached hereto.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
GSK Intends to Vote for Innoviva’s Board at Innoviva’s 2017 Annual Meeting
GSK today issued the following statement with regard to Innoviva’s upcoming 2017 Annual Meeting:
“GSK has been a long-time partner of Innoviva and we continue to value the collaborative and productive relationship. GSK owns approximately 29.3% of the outstanding shares of Common Stock.
As a shareholder, we have reviewed the nominees, proposals and public communications from both Innoviva and Sarissa Capital Management LP.
We support Innoviva’s Board and management team’s continuing effort to deliver significant shareholder value. We also believe that engagement with shareholders is important, and recognise Innoviva’s engagement and serious consideration of the feedback it has received from shareholders, which has been a significant element in determining our voting decision. Specifically, we have noted Innoviva’s recent announcement that it will review its cost and executive compensation structures, with an expectation of achieving meaningful savings in core operating costs while maintaining its strong revenue growth. We have also noted the Innoviva Board’s continuing commitment to delivering strong and increasing returns for shareholders over the long-term.
GSK intends to vote for Innoviva’s Board of Director nominees at the 2017 Annual Meeting.”
GSK reserves the right (i) to formulate other plans and proposals; (ii) to take any other actions with respect to its investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (iii) to acquire additional shares of Common Stock or to dispose of some or all of the Common Stock beneficially owned by it in the open market, through privately negotiated transactions or otherwise. GSK may at any time reconsider and change its plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
| (a) | GlaxoSmithKline plc beneficially owns 32,005,260 shares of Common Stock, which represents 29.3% of total outstanding shares of Common Stock based on the 109,201,168 shares of Common Stock outstanding as of the Issuer’s close of business on February 24, 2017, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2017. |
| (b) | GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 32,005,260 shares of Common Stock described in Item 5(a). |
| (c) | No transactions in shares of Common Stock were effected during the past 60 days by GlaxoSmithKline plc. |
| (d) | No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc. |
| (e) | Not applicable. |
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