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