0001104659-11-027578.txt : 20110510 0001104659-11-027578.hdr.sgml : 20110510 20110510083342 ACCESSION NUMBER: 0001104659-11-027578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60673 FILM NUMBER: 11825820 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 SC 13D/A 1 a11-11971_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

 

InterMune, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

45884X103

(CUSIP Number)

 

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copies to:

Steven J. Gartner, Esq.

Robert T. Langdon, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York  10019

(212) 728-8000

May 6, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 45884X103

2 of 9 pages

 

 

 

1

Names of Reporting Persons
Warburg, Pincus Equity Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
PN

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

CUSIP No. 45884X103

3 of 9 pages

 

 

 

1

Names of Reporting Persons
Warburg Pincus & Co.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
PN

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

CUSIP No. 45884X103

4 of 9 pages

 

 

 

1

Names of Reporting Persons
Warburg Pincus LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
OO

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

CUSIP No. 45884X103

5 of 9 pages

 

 

 

1

Names of Reporting Persons
Warburg Pincus Partners, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
OO

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

CUSIP No. 45884X103

6 of 9 pages

 

 

 

1

Names of Reporting Persons
Charles R. Kaye

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
IN

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

CUSIP No. 45884X103

7 of 9 pages

 

 

 

1

Names of Reporting Persons
Joseph P. Landy

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,485,209

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,485,209

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,485,209

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
16.07%*

 

 

14

Type of Reporting Person (See Instructions)
IN

 

* Calculated based on 59,022,626 shares of common stock outstanding on March 31, 2011, as disclosed in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.

 


 

This Amendment No. 14 to Schedule 13D (this “Amendment No. 14”) is being filed with respect to the common stock, $0.001 par value per share (the “Common Stock”), of InterMune, Inc., a Delaware corporation (the “Company”), to amend the Schedule 13D filed on December 4, 2003 (the “Original Schedule 13D” and, as amended on February 18, 2004, April 29, 2004, May 5, 2004, May 10, 2004, May 12, 2004, May 14, 2004, May 18, 2004, November 1, 2004, February 16, 2005, March 7, 2005, December 1, 2009, January 20, 2010, January 26, 2010 and by this Amendment No. 14, the “Schedule 13D”).  This Amendment No. 14 is being filed on behalf of Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of Delaware (“WPEP”), Warburg Pincus & Co., a general partnership organized under the laws of New York (“WP”), Warburg Pincus LLC, a limited liability company organized under the laws of New York (“WP LLC”), Warburg Pincus Partners, LLC, a limited liability company organized under the laws of New York (“WPP LLC”), Charles R. Kaye, a United States citizen (“Mr. Kaye”), and Joseph P. Landy, a United States citizen (“Mr. Landy” and together with WP, WP LLC, WPP LLC, WPEP and Mr. Kaye, the “Warburg Pincus Reporting Persons”).  Each of Messrs. Kaye and Landy is a Managing General Partner of WP and a Co-President and Managing Member of WP LLC.  WPEP has two affiliated partnerships: Warburg, Pincus Netherlands Equity Partners I, C.V., a limited partnership organized under the laws of the Netherlands (“WPNEP I”), and Warburg, Pincus Netherlands Equity Partners III, C.V., a limited partnership organized under the laws of the Netherlands (“WPNEP III”, and together with WPNEP I and WPEP, the “Investors”).  WP, WP LLC and WPEP previously filed a statement on Schedule 13G pursuant to the provisions of Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following:

 

A representative of the Warburg Pincus Reporting Persons has advised the Company that the Investors are actively considering a sale or other disposition of all or a significant portion of their capital stock holdings in the Company, as early as during the second quarter of 2011.

 


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  May 10, 2011

WARBURG, PINCUS EQUITY PARTNERS, L.P.

 

 

By:

Warburg Pincus Partners, LLC,

 

 

 

its General Partner

 

 

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

 

its Managing Member

 

 

 

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

 

 

 

Dated:  May 10, 2011

WARBURG PINCUS & CO.

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

 

Dated:  May 10, 2011

WARBURG PINCUS LLC

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Managing Director

 

 

Dated:  May 10, 2011

WARBURG PINCUS PARTNERS, LLC

 

 

By:

Warburg Pincus & Co.,

 

 

 

its Managing Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Scott A. Arenare

 

 

Title:

Partner

 

 

Dated:  May 10, 2011

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Charles R. Kaye

 

 

By:

Scott A. Arenare, Attorney-in-Fact*

 

 

Dated:  May 10, 2011

 

 

By:

/s/ Scott A. Arenare

 

 

Name:

Joseph P. Landy

 

 

By:

Scott A. Arenare, Attorney-in-Fact**

 

* The Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is hereby incorporated by reference.

 

** The Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. and is hereby incorporated by reference.