4//SEC Filing
INTERMUNE INC 4
Accession 0001209191-14-060743
CIK 0001087432operating
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 8:51 PM ET
Size
24.3 KB
Accession
0001209191-14-060743
Insider Transaction Report
Form 4
INTERMUNE INCITMN
Powell Andrew Kenneth William
EVP, GC & Corp. Secretary
Transactions
- Disposition to Issuer
Performance stock units
2014-09-29−5,250→ 0 totalExercise: $0.00→ Common stock (5,250 underlying) - Disposition to Issuer
Performance stock units
2014-09-29−24,000→ 0 totalExercise: $0.00→ Common stock (24,000 underlying) - Disposition to Issuer
Common stock
2014-09-29$74.00/sh−304$22,496→ 0 total - Award
Restricted stock units
2013-09-09+22,500→ 0 totalExercise: $0.00→ Common stock (22,500 underlying) - Disposition from Tender
Common stock
2014-09-29$74.00/sh−7,750$573,500→ 304 total - Disposition to Issuer
Restricted stock units
2014-09-29−26,000→ 0 totalExercise: $0.00→ Common stock (26,000 underlying) - Disposition to Issuer
Stock options (right to buy)
2014-09-29−17,500→ 0 totalExercise: $40.26Exp: 2021-05-28→ Common stock (17,500 underlying) - Disposition to Issuer
Stock options (right to buy)
2014-09-29−117,500→ 0 totalExercise: $15.00Exp: 2020-09-07→ Common stock (117,500 underlying)
Footnotes (10)
- [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.
- [F10]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.
- [F2]Represents corrected number of shares adjusted to reflect prior purchases of shares under InterMune's Employee Stock Purchase Plan (the "ESPP") and previously unreported shares directly owned by the reporting person. This is intended to amend all prior filings since the ESPP shares were acquired.
- [F3]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) (including those shares of Common Stock acquired on September 29,2014 pursuant to the ESPP), 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.
- [F4]Each restricted stock unit represents a contingent right to receive one share of Common Stock.
- [F5]A previously-filed Form 4 on September 10, 2013 incorrectly categorized 30,000 restricted stock units as restricted shares. The correct treatment of such restricted stock units is reflected on Table 2.
- [F6]Twenty-five percent (25%) of the total number of restricted stock units shall become vested and releasable on each yearly anniversary of the grant date. Shares of Common Stock issued upon completion of vesting of each installment of the restricted stock units will be delivered to the reporting person following the completion of vesting of the corresponding installment.
- [F7]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 135% of target for Performance-Vested RSUs granted in 2013.
- [F8]Pursuant to the Merger Agreement, on September 29, 2014, each Performance-Vested RSU 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.
- [F9]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.
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, 8:51 PM ET
- Size
- 24.3 KB