0001209191-14-060744.txt : 20141001
0001209191-14-060744.hdr.sgml : 20141001
20141001205235
ACCESSION NUMBER: 0001209191-14-060744
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: BIENAIME JEAN JACQUES
CENTRAL INDEX KEY: 0001221590
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-29801
FILM NUMBER: 141134456
MAIL ADDRESS:
STREET 1: 925 PAGE MILL ROAD
CITY: PALO ALTO
STATE: CA
ZIP: 94304
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-09-29
1
0001087432
INTERMUNE INC
ITMN
0001221590
BIENAIME JEAN JACQUES
3280 BAYSHORE BLVD
BRISBANE
CA
94005
1
0
0
0
Common stock
2014-09-29
4
U
0
8525
74.00
D
1200
D
Common stock
2014-09-29
4
D
0
1200
74.00
D
0
D
Restricted stock units
0.00
2014-09-29
4
D
0
4000
0.00
D
Common stock
4000
0
D
Stock options (right to buy)
40.26
2014-09-29
4
D
0
8000
0.00
D
2021-05-28
Common stock
8000
0
D
Stock options (right to buy)
10.10
2014-09-29
4
D
0
6000
0.00
D
2022-06-03
Common stock
6000
0
D
Stock options (right to buy)
9.99
2014-09-29
4
D
0
6000
0.00
D
2020-05-29
Common stock
6000
0
D
Stock options (right to buy)
15.28
2014-09-29
4
D
0
10500
0.00
D
2022-04-05
Common stock
10500
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") tendered and accepted for payment in the Offer (as defined in the Merger Agreement) was converted into the right to receive $74.00 per share in cash, without interest (the "Merger Consideration"), subject to any required withholding taxes at the closing of the Offer.
Pursuant to the terms of the Merger Agreement, on September 29, 2014, each share of 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 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 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, Attorney-in-fact for: Jean-Jacques Bienaime
2014-10-01