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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Innoviva, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
45781M101
(CUSIP Number)
Mark DiPaolo
Senior Partner and General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 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 which is the subject of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 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).
CUSIP No. 45781M101 SCHEDULE 13D
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1
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NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sarissa Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,414,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,414,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,414,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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14
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TYPE OF REPORTING PERSON
PN, IA
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CUSIP No. 45781M101 SCHEDULE 13D
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1
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NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander J. Denner, Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,414,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,414,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,414,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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14
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TYPE OF REPORTING PERSON
IN, HC
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Amendment No. 2 to Schedule 13D
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by
reference in all other items, as applicable.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a) The persons filing this Schedule 13D are Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”) and Alexander J. Denner, Ph.D., a citizen of the United States of America (collectively, the
“Reporting Persons”).
The funds and other private investment vehicles (collectively, the “Sarissa Funds”), for which Sarissa Capital acts as the investment advisor, directly own the Shares. Sarissa Capital may be deemed to have beneficial
ownership over the Shares directly held by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Shares held by them.
Dr. Denner is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, accordingly, Dr. Denner may be deemed to have beneficial ownership over the Shares directly held by the
Sarissa Funds by virtue of such positions.
(b) The principal business address of Sarissa Capital and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830.
(c) Sarissa Capital’s principal business is serving as investment advisor to the Sarissa Funds. The principal business of each of the Sarissa Funds is making investments. Dr. Denner’s 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 Sarissa Capital is set forth in Schedule A attached hereto.
(d) None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Sarissa Capital, has, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Sarissa Capital, has, during the past five years, been a party to a civil proceeding of a
judicial or administrative
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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