SEC Form SC 13D/A filed by GlaxoSmithKline PLC (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 9)*

INNOVIVA, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

45781M101
(CUSIP Number)

Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 20, 2021
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

This Amendment No. 9 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, Amendment No. 5 filed on August 25, 2016, Amendment No. 6 filed on April 13, 2017, Amendment No. 7 filed on April 10, 2018 and Amendment No. 8 filed on February 12, 2021, the “Schedule 13D” and as amended by this Amendment No. 9, 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”). The Issuer’s principle executive offices are located at 2000 Sierra Point Parkway, Suite 500, Brisbane, CA 94005.

GlaxoSmithKline plc is filing this amendment to amend and restate Item 4 in its entirety.

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 Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 4. Purpose of Transaction.

Item 4 is hereby superseded and replaced to read in full as follows:

Pursuant to a share repurchase agreement by and between Glaxo Group Limited ("GGL"), an indirect wholly owned subsidiary of the Reporting Person, and Innoviva, Inc. (the "Issuer") dated as of May 20, 2021 (the “Repurchase Agreement”), the Reporting Person sold 32,005,260 shares of its common stock, par value $0.01 per share, to the Issuer, representing all of the shares of common stock owned by the Reporting Person or its affiliates. The purchase price under the Repurchase Agreement was $12.25 per share, resulting in a total consideration of $392,064,435. The transaction closed on May 25, 2021.

Item 5.   Interest in Securities of the Issuer.

The disclosure previously contained in Item 5 is hereby superseded and replaced to read as follows:

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in Item 4 is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 25, 2021

Schedule 1