4//SEC Filing
INTERMUNE INC 4
Accession 0001209191-14-060742
CIK 0001087432operating
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 8:50 PM ET
Size
20.0 KB
Accession
0001209191-14-060742
Insider Transaction Report
Form 4
INTERMUNE INCITMN
Nolan Sean P.
Executive VP & CBO
Transactions
- Disposition to Issuer
Stock options (right to buy)
2014-09-29−20,000→ 0 totalExercise: $9.99Exp: 2020-05-29→ Common stock (20,000 underlying) - Disposition from Tender
Common stock
2014-09-29$74.00/sh−9,271$686,054→ 56,400 total - Disposition to Issuer
Performance stock units
2014-09-29−6,800→ 0 totalExercise: $0.00→ Common stock (6,800 underlying) - Disposition to Issuer
Restricted stock units
2014-09-29−7,500→ 0 totalExercise: $0.00→ Common stock (7,500 underlying) - Disposition to Issuer
Common stock
2014-09-29$74.00/sh−56,400$4,173,600→ 0 total - Disposition to Issuer
Stock options (right to buy)
2014-09-29−22,500→ 0 totalExercise: $40.26Exp: 2021-05-28→ Common stock (22,500 underlying) - Disposition to Issuer
Stock options (right to buy)
2014-09-29−141,000→ 0 totalExercise: $9.29Exp: 2020-03-07→ Common stock (141,000 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
INTERMUNE INC
CIK 0001087432
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001087432
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 8:50 PM ET
- Size
- 20.0 KB