SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Seiwert Scott

(Last)

(First)

(Middle)

3280 BAYSHORE BLVD.

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2009

3. Issuer Name and Ticker or Trading Symbol
INTERMUNE INC [ ITMN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Rsearch/ Preclinical Dev.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,700	D
Common Stock	3,924⁽¹⁾	D
Common Stock	6,724	D
Common Stock	5,143⁽¹⁾	D
Common Stock	15,143	D
Common Stock	11,064⁽¹⁾	D
Common Stock	12,731	D
Common Stock	12,579⁽¹⁾	D
Common Stock	34,490⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	06/16/2004⁽³⁾	06/13/2013	Common Stock	7,400⁽⁴⁾	$16.93	D
Incentive Stock Option (right to buy)	05/26/2006⁽⁵⁾	05/26/2015	Common Stock	14,819⁽⁴⁾	$11.93	D
Non-Qualified Stock Option (right to buy)	05/26/2006⁽⁵⁾	05/26/2015	Common Stock	181⁽⁴⁾	$11.93	D
Incentive Stock Option (right to buy)	06/30/2007⁽⁵⁾	06/30/2016	Common Stock	8,509⁽⁴⁾	$15.4	D
Non-Qualified Stock Option (right to buy)	06/30/2007⁽⁵⁾	06/30/2016	Common Stock	991⁽⁴⁾	$15.4	D
Incentive Stock Option (right to buy)	02/05/2009⁽⁶⁾	12/12/2016	Common Stock	2,863⁽⁴⁾	$22.16	D
Non-Qualified Stock Option (right to buy)	02/05/2009⁽⁶⁾	12/12/2016	Common Stock	22,137⁽⁴⁾	$22.16	D
Incentive Stock Option (right to buy)	05/15/2008⁽⁵⁾	05/15/2014	Common Stock	1,771⁽⁴⁾	$25.55	D
Non-Qualified Stock Option (right to buy)	05/15/2008⁽⁵⁾	05/15/2014	Common Stock	3,229⁽⁴⁾	$25.55	D
Incentive Stock Option (right to buy)	05/13/2009⁽⁵⁾	05/13/2015	Common Stock	4,532⁽⁴⁾	$15.34	D
Non-Qualified Stock Option (right to buy)	05/13/2009⁽⁵⁾	05/13/2015	Common Stock	2,968⁽⁴⁾	$15.34	D

Explanation of Responses:

1. The issuer disposed of securites in the open market: (1) to cover the taxes associated with such annual release and (2) a subsequent sale. The noted securities represent the non-derivative security beneficially owned after such transactions.

2. The notes shares represents the beneficial ownership of all nonderivative securites to date, including nonreportable securities purchased pursuant to the Issuer's Employee Stock Purchase Plan.

3. On 3/22/07, the reporting person in a same day sales transaction exercised and sold 5,200 shares at a sales price of $24.95.

4. This option was granted pursuant to InterMune, Inc.'s Amended and Restated 2000 Equity Incentive Plan.

5. The option becomes exercisable with respect to twenty-five percent (25%) of the underlying shares on the date indicated. The remainder of the option becomes exercisable on a monthly (1/36) basis for the next three years.

6. The option became fully exercisable for the underlying shares on the date indicated.

	By: /s/Robin J. Steele, Attorney-in-fact for: Scott Seiwert	03/20/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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