Statement of Changes in Beneficial Ownership (4)
October 02 2014 - 6:02AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
HEALY JAMES
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2. Issuer Name
and
Ticker or Trading Symbol
INTERMUNE INC
[
ITMN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3280 BAYSHORE BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2014
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(Street)
BRISBANE, CA 94005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock
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9/29/2014
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D
(1)
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13549
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D
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$74.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted stock units
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$0.00
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9/29/2014
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D
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4000
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(2)
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(2)
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Common stock
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4000
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$0.00
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0
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D
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Stock options (right to buy)
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$13.26
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9/29/2014
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D
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8335
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(3)
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1/1/2015
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Common stock
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8335
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$0.00
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0
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D
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Stock options (right to buy)
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$11.95
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9/29/2014
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D
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20000
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(3)
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5/27/2015
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Common stock
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20000
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$0.00
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0
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D
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Stock options (right to buy)
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$14.41
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9/29/2014
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D
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20000
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(3)
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5/25/2016
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Common stock
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20000
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$0.00
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0
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D
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Stock options (right to buy)
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$25.55
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9/29/2014
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D
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12000
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(3)
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5/15/2017
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Common stock
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12000
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$0.00
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0
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D
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Stock options (right to buy)
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$15.34
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9/29/2014
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D
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12000
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(3)
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5/13/2015
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Common stock
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12000
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$0.00
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0
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D
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Stock options (right to buy)
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$11.33
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9/29/2014
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D
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12000
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(3)
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5/21/2019
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Common stock
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12000
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$0.00
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0
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D
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Stock options (right to buy)
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$10.37
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9/29/2014
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D
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12000
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(3)
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5/10/2020
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Common stock
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12000
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$0.00
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0
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D
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Stock options (right to buy)
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$39.46
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9/29/2014
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D
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12000
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(3)
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5/9/2021
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Common stock
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12000
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$0.00
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0
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D
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Stock options (right to buy)
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$10.10
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9/29/2014
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D
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6000
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(3)
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6/3/2022
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Common stock
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6000
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$0.00
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0
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D
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Stock options (right to buy)
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$9.99
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9/29/2014
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D
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6000
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(3)
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5/29/2020
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Common stock
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6000
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$0.00
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0
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D
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Stock options (right to buy)
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$40.26
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9/29/2014
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D
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8000
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(3)
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5/28/2021
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Common stock
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8000
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 22, 2014 (the "Merger Agreement"), among InterMune, Inc. ("InterMune"), Roche Holdings, Inc. ("Roche") and Klee Acquisition Corporation, on September 29, 2014, each share of InterMune common stock, par value $0.001 ("Common Stock") and all InterMune restricted shares issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), other than shares of Common Stock owned by InterMune, any subsidiary of InterMune, Roche, Klee Acquisition Corporation and any other subsidiary of Roche, and shares of Common Stock owned by stockholders who have validly exercised their statutory rights of appraisal, were converted into the right to receive $74.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
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(
2)
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Pursuant to the Merger Agreement, on September 29, 2014, each InterMune restricted stock unit subject to service-based vesting conditions outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.
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(
3)
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Pursuant to the Merger Agreement, on September 29, 2014, each InterMune stock option outstanding at the Effective Time, whether or not vested, was canceled and converted into the right to receive the excess, if any, of the Merger Consideration over the exercise price per share of the stock option, subject to any required withholding taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HEALY JAMES
3280 BAYSHORE BLVD
BRISBANE, CA 94005
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X
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Signatures
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By: /s/ John Hodgman, Attorney-in-fact for: James I. Healy
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10/1/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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