FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Witek Theodore J. Jr. 		2. Issuer Name and Ticker or Trading Symbol

Innoviva, Inc. [ INVA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP & Chief Scientific Off.
(Last)          (First)          (Middle)

2000 SIERRA POINT PARKWAY, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2018
(Street)

BRISBANE, CA 94005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/2/2018     A    74444   (1) (2) A $0   262017   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Includes 24,814 shares of common stock granted pursuant to a time-based restricted stock unit award (RSU). Twenty-five percent of the shares subject to the RSU shall vest on February 20, 2019, and 6.25% on May 20, 2019, 6.25% on August 20, 2019, 6.25% on November 20, 2019, 6.25% on February 20, 2020, 6.25% on May 20, 2020, 6.25% on August 20, 2020 and remaining 37.5% on November 20, 2020, provided the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.
(2)  Includes shares of common stock granted pursuant to a performance-based restricted stock unit award (PSU). The shares vest pursuant to the PSU over a 31-month performance period upon, and subject to a formula related to, the Issuer's achievement of certain levels of relative total shareholder return (TSR). The "target" number of shares that may vest is 24,815, but the actual number of shares that may vest will range from 0 to 49,630 shares based on the Issuer's relative TSR over the performance period. Subject to achievement of the performance-based vesting conditions, the shares eligible to vest based on achievement will vest on November 20, 2021 provided that the Reporting Person has provided continuous service to the Issuer through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Witek Theodore J. Jr.
2000 SIERRA POINT PARKWAY
SUITE 500
BRISBANE, CA 94005

Sr. VP & Chief Scientific Off.

Signatures
Theodore L. Witek, Jr. 3/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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