ARMP Armata Pharmaceuticals Inc

CUSIP No. .. 04216R 102...

1		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Innoviva, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   17,421,600
				8		SHARED VOTING POWER   13,519,816
				9		SOLE DISPOSITIVE POWER   17,421,600
				10		SHARED DISPOSITIVE POWER   13,519,816
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   30,941,416 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   73.8% (2)
14		TYPE OF REPORTING PERSON   CO

(1)	See Item 5.

(2)

Based on (i) 24,965,086 shares of common stock, par value $0.01 per share (“Common Stock”), outstanding as of October 28, 2021, as confirmed in writing by the Issuer, plus (ii) 14,864,647 shares of common stock underlying warrants beneficially owned by the Reporting Person, plus (iii) 2,121,213 shares of Common Stock purchased by the Reporting Persons and other purchasers on October 29, 2021.

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the U.S. Securities and Exchange Commission (the “SEC”) by Innoviva, Inc. (“Innoviva”) on February 14, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on March 31, 2020 by Innoviva, as further amended and supplemented by Amendment No. 2 filed with the SEC on January 26, 2021 by Innoviva and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva (“Innoviva Sub”), as further amended and supplemented by Amendment No.3 filed with the SEC on March 17, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 4 filed with the SEC on April 5, 2021 by Innoviva and Innoviva Sub (the “Schedule 13D”), with respect to shares of common stock, $0.01 par value per share (“Common Stock”) of Armata Pharmaceuticals, Inc., a Washington corporation (the “Issuer”) and warrants to acquire additional shares of Common Stock of the Issuer (“Warrants”).

Innoviva and Innoviva Sub (collectively, the “Reporting Persons”) are filing this amendment to reflect the acquisition of additional shares of Common Stock and Warrants.  Except as specifically amended and supplemented by this Amendment No.5, the Schedule 13D remains in full force and effect

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of Schedule 13D is hereby supplemented as follows:

Innoviva Sub acquired the Newly Purchased Common Stock (as defined below) for an aggregate purchase price of approximately $4.0 million.  The Newly Purchased Common Stock was acquired with funds provided from working capital of the Reporting Persons.

Item 4. Purpose of Transaction

Item 4 of Schedule 13D is supplemented as follows:

On October 28, 2021, Innoviva Sub entered into a Securities Purchase Agreement (the “SPA”) with the Issuer and another purchaser, pursuant to which, among other things, the Issuer agreed to issue and sell to Innoviva Sub, in a private placement, 1,212,122 shares of Common Stock (the “Newly Purchased Common Stock”) and on October 29, 2021, the Issuer issued and sold to Innoviva Sub the Newly Purchased Common Stock.

The foregoing description of the SPA and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 1 hereto.

Item 5. Interest in Securities of the Issuer

Item 5 of Schedule 13D is amended and restated as follows:

The Reporting Persons collectively may be deemed to have beneficial ownership of 30,941,416 shares of Common Stock, representing approximately 73.8% of the outstanding shares of Common Stock of the Issuer as of the date of this Amendment No.5.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 2 hereto.

Except as set forth in this Schedule 13D (as amended), the Reporting Persons did not acquire or sell any shares of Common Stock or other securities of the Issuer during the last 60 days.

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

Item 6 of Schedule 13D is amended and restated as follows:

The information contained in Items 4 and 5 of Amendment No. 5 is hereby incorporated by reference into this Item 6.

Innoviva Sub and the other purchaser also entered into a Registration Rights Agreement with the Issuer (the “Registration Rights Agreement”), pursuant to which the Issuer is required to file a registration statement on Form S-1 or Form S-3 (the “Shelf Registration Statement”) covering the resale of the securities issued and sold pursuant to the SPA with the SEC on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or if Rule 415 is not available for offers and sales of such securities, by such other means of distribution of such securities as Innoviva Sub and the other purchaser may reasonably specify. The Issuer must use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (i) no later than the fifteenth day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (ii) no later than the sixtieth day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (iii) in the event of a “review” by the Commission, the one hundred and twentieth day following the filing of the Shelf Registration Statement, subject to certain exceptions.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 3 hereto.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 – Securities Purchase Agreement, dated as of October 28, 2021, by and among Armata Pharmaceuticals, Inc., Innoviva Strategic Opportunities LLC and Cystic Fibrosis Foundation (incorporated by reference to Exhibit 10.1 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on October 29, 2021)

Exhibit 2 – Voting Agreement, dated as of October 28, 2021, by and among Innoviva, Inc., Innoviva Strategic Opportunities LLC, and Armata Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on October 29, 2021)

Exhibit 3 – Registration Rights Agreement, dated as of October 28, 2021, by and among Armata Pharmaceuticals, Inc., Innoviva Strategic Opportunities LLC and Cystic Fibrosis Foundation (incorporated by reference to Exhibit 10.2 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on October 29, 2021)

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.

Dated: October 29, 2021

INNOVIVA, INC.

By: __/s/ Pavel Raifeld_____________

                Name: Pavel Raifeld

                Title: Chief Executive Officer

INNOVIVA STRATEGIC OPPORTUNITIES LLC
 BY INNOVIVA, INC (IT MANAGING MEMBER)

By: __/s/ Pavel Raifeld_____________

                Name: Pavel Raifeld

                    Title: Chief Executive Officer