Schedule 13G Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P4dqyMRS9gwcLK3w3r7bbCGGQE5PDeb0awwPfvkDFYJ+BPxEIjFdmV5oyNwkRRhp 5EpPWwGZyeJPU15tzj5k9A== 0001193125-11-033147.txt : 20110214 0001193125-11-033147.hdr.sgml : 20110214 20110211185133 ACCESSION NUMBER: 0001193125-11-033147 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: JACOB GOTTLIEB GROUP MEMBERS: JG ASSET, LLC GROUP MEMBERS: VISIUM BALANCED MASTER FUND, LTD GROUP MEMBERS: VISIUM INSTITUTIONAL PARTNERS MASTER FUND, LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMUNE INC CENTRAL INDEX KEY: 0001087432 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943296648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60673 FILM NUMBER: 11601255 BUSINESS ADDRESS: STREET 1: 3280 BAYSHORE STREET 2: BLVD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 415 466 2200 MAIL ADDRESS: STREET 1: 3280 BAYSHORE BLVD CITY: BRISBANE STATE: CA ZIP: 94005 FORMER COMPANY: FORMER CONFORMED NAME: INTERMUNE PHARMACEUTICALS INC DATE OF NAME CHANGE: 20000121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Visium Asset Management, LP CENTRAL INDEX KEY: 0001377452 IRS NUMBER: 203313013 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646 840 5840 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Visium Asset Management LLC DATE OF NAME CHANGE: 20061004 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 4 Schedule 13G Amendment No. 4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

InterMune, Inc.

(Name of Issuer)

COMMON STOCK, $.001 PER SHARE

(Title of Class of Securities)

45884X103

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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 (“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).

Page 2 of 13 Pages


CUSIP No. 45884X103
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Visium Balanced Master Fund, Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 4,468,891 (See Item 4)
		6	SHARED VOTING POWER None
		7	SOLE DISPOSITIVE POWER 4,468,891 (See Item 4)
		8	SHARED DISPOSITIVE POWER None
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,891 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.92 %
12	TYPE OF REPORTING PERSON* OO

Page 2 of 13 Pages

Page 3 of 13 Pages


CUSIP No. 45884X103
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Visium Institutional Partners Master Fund, Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 437,938 (See Item 4)
		6	SHARED VOTING POWER None (See Item 4)
		7	SOLE DISPOSITIVE POWER 437,938 (See Item 4)
		8	SHARED DISPOSITIVE POWER None (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 437,938 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .78 %
12	TYPE OF REPORTING PERSON* OO

Page 3 of 13 Pages

Page 4 of 13 Pages


CUSIP No. 45884X103
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Visium Asset Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 4,906,829 (See Item 4)
		6	SHARED VOTING POWER None (See Item 4)
		7	SOLE DISPOSITIVE POWER 4,906,829 (See Item 4)
		8	SHARED DISPOSITIVE POWER None (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,906,829 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.70 %
12	TYPE OF REPORTING PERSON* OO

Page 4 of 13 Pages

Page 5 of 13 Pages


CUSIP No. 45884X103
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) JG Asset, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 4,906,829 (See Item 4)
		6	SHARED VOTING POWER None (See Item 4)
		7	SOLE DISPOSITIVE POWER 4,906,829 (See Item 4)
		8	SHARED DISPOSITIVE POWER None (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,906,829 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.70 %
12	TYPE OF REPORTING PERSON* OO

Page 5 of 13 Pages

Page 6 of 13 Pages


CUSIP No. 45884X103
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Jacob Gottlieb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 4,906,829 (See Item 4)
		6	SHARED VOTING POWER None (See Item 4)
		7	SOLE DISPOSITIVE POWER 4,906,829 (See Item 4)
		8	SHARED DISPOSITIVE POWER None (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,906,829 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.70 %
12	TYPE OF REPORTING PERSON* OO

Page 6 of 13 Pages


CUSIP No. 45884X103		Page 7 of 13 Pages

Item 1

(a)

Name of Issuer:

InterMune, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

3280 Bayshore Boulevard

Brisbane,CA 94005

Item 2

(a) – (c)

This statement is filed on behalf of the following:

(1)

Visium Balanced Master Fund, LTD, a Cayman Islands corporation (“VBMF”), with its principal business office at Visium Asset Management, LLC, 950 Third Avenue, New York, NY 10022

(2)

Visium Institutional Partners Master Fund, LTD, a Cayman Islands corporation (“VIPF”), with its principal business office at Visium Asset Management, LLC, 950 Third Avenue, New York, NY 10022

(3)

Visium Asset Management, LP, a Delaware limited partnership (“VAM”), with its principal business office at Visium Asset Management, LLC, 950 Third Avenue, New York, NY 10022

(4)

JG Asset, LLC, a Delaware limited liability company (“JG Asset”), with its principal business office c/o Visium Asset Management, LP, 950 Third Avenue, New York, NY 10022. JG Asset is the General Partner of VAM

(5)

Jacob Gottlieb (“Gottlieb”), a natural person, with his principal business office c/o Visium Asset Management, LP, 950 Third Avenue, New York, NY 10022. Gottlieb is the Managing Member of JG Asset

(d)

Title of Class of Securities:

Common Stock, Par Value $.001 Per Share

(e)

CUSIP Number:

45884X103

Page 7 of 13 Pages


CUSIP No. 45884X103		Page 8 of 13 Pages

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership¹

VBMF

(a)

Amount Beneficially Owned:

4,468,891

(b)

Percent of Class:

7.92 %

(c)

Number of Shares as to which person has:

(i)

sole power to vote or to direct vote:

None

(ii)

shared power to vote or to direct vote:

4,468,891 shares

(iii)

sole power to dispose or direct disposition of:

None

(iv)

shared power to dispose or to direct disposition of:

4,468,891 shares

¹	Note: Items (a), (c)(i) and (c)(iii) will need to be footnoted for each entity with footnote text at the end of this Item 4 to explain any warrant, conversion cap, etc. issues.

Page 8 of 13 Pages


CUSIP No. 45884X103		Page 9 of 13 Pages


VIPF

	(a)	Amount Beneficially Owned:

		437,938

	(b)	Percent of Class:

		.78 %

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			437,938 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			437,938 shares

VAM

	(a)	Amount Beneficially Owned:

	By virtue of its position as investment manager to pooled investment funds, VAM may be deemed to beneficially own the 4,906,829 shares of the Company’s Common Stock beneficially owned by the pooled investment vehicles.

	(b)	Percent of Class:

		8.70 %

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			4,906,829 shares

Page 9 of 13 Pages


CUSIP No. 45884X103		Page 10 of 13 Pages


		(ii)	shared power to vote or to direct vote:

			None

		(iii)	sole power to dispose or direct disposition of:

		(iv)	shared power to dispose or to direct disposition of:

			None

JG Asset

	(a)	Amount Beneficially Owned:

		By virtue of its position as General Partner to VAM, JG Asset may be deemed to beneficially own the 4,906,829 shares of the Company’s Common Stock beneficially owned by VAM.

	(b)	Percent of Class:

		8.70 %

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			None

		(ii)	shared power to vote or to direct vote:

			4,906,829 shares

		(iii)	sole power to dispose or direct disposition of:

			None

		(iv)	shared power to dispose or to direct disposition of:

			4,906,829 shares

Page 10 of 13 Pages


CUSIP No. 45884X103		Page 11 of 13 Pages


Jacob Gottlieb

	(a)	Amount Beneficially Owned:

		By virtue of his position as the Managing Member of JG Asset, Gottlieb may be deemed to beneficially own the 4,906,829 shares of the Company’s Common Stock beneficially owned by JG Asset.

	(b)	Percent of Class:

		8.70 %

	(c)	Number of Shares as to which person has:

		(i)	sole power to vote or to direct vote:

			4,906,829 shares

		(ii)	shared power to vote or to direct vote:

			None

		(iii)	sole power to dispose or direct disposition of:

			4,906,829 shares

		(iv)	shared power to dispose or to direct disposition of:

			None

		(v)	sole power to dispose or direct disposition of:

			None

VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VBMF, VIPF, VAM, or JG Asset is, for any purpose, the beneficial owner of any of the Securities.

Page 11 of 13 Pages


CUSIP No. 45884X103		Page 12 of 13 Pages


Item 5		Ownership of Five Percent or Less of a Class:

		Not Applicable

Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Not Applicable

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

		Not Applicable

Item 8		Identification and Classification of Members of the Group:

		Not Applicable

Item 9		Notice of Dissolution of Group:

		Not Applicable

Item 10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 12 of 13 Pages


CUSIP No. 45884X103		Page 13 of 13 Pages

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.

Date: February 11, 2011


VISIUM BALANCED MASTER FUND, LTD

By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

VISIUM INSTITUTIONAL PARTNERS MASTER FUND, LTD

By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

VISIUM ASSET MANAGEMENT, LP

By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

JG ASSET, LLC

By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

JACOB GOTTLIEB

By:		/s/ Mark Gottlieb
		Mark Gottlieb
		Authorized Signatory

Page 13 of 13 Pages

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