0001209191-14-060738.txt : 20141001 0001209191-14-060738.hdr.sgml : 20141001 20141001204529 ACCESSION NUMBER: 0001209191-14-060738 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140929 FILED AS OF DATE: 20141001 DATE AS OF CHANGE: 20141001 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HODGMAN JOHN CENTRAL INDEX KEY: 0001212689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29801 FILM NUMBER: 141134430 MAIL ADDRESS: STREET 1: C/O IMMERSION CORP STREET 2: 801 FOX LN. CITY: SAN JOSE STATE: CA ZIP: 95131 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-09-29 1 0001087432 INTERMUNE INC ITMN 0001212689 HODGMAN JOHN 3280 BAYSHORE BLVD BRISBANE CA 94005 0 1 0 0 EVP, Finance & CFO Common stock 2014-09-29 4 D 0 18843 74.00 D 0 D Performance stock units 0.00 2014-09-29 4 D 0 6000 0.00 D Common stock 6000 0 D Restricted stock units 0.00 2014-09-29 4 D 0 10750 0.00 D Common stock 10750 0 D Stock options (right to buy) 39.46 2014-09-29 4 D 0 17500 0.00 D 2021-05-09 Common stock 17500 0 D Stock options (right to buy) 10.10 2014-09-29 4 D 0 20418 0.00 D 2022-06-03 Common stock 20418 0 D Stock options (right to buy) 9.99 2014-09-29 4 D 0 45000 0.00 D 2020-05-29 Common stock 45000 0 D Stock options (right to buy) 40.26 2014-09-29 4 D 0 20000 0.00 D 2021-05-28 Common stock 20000 0 D 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. Pursuant to the Merger Agreement, on September 29, 2014, each InterMune restricted stock unit subject to performance-based vesting conditions ("Performance-Vested RSUs") outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the Merger Consideration (with the applicable performance conditions deemed to be achieved at maximum performance), subject to any required withholding taxes. Certain Performance-Vested RSUs were reported at grant based on the target number of shares of Common Stock issuable upon vesting and the target amounts are reflected in this table. The number of Performance-Vested RSUs canceled and converted into the right to receive the Merger Consideration pursuant to the Merger Agreement equals 150% of target for Performance-Vested RSUs granted in 2014. 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. 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. By: /s/ John Hodgman 2014-10-01