SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WELCH DANIEL G

(Last) (First) (Middle)
3280 BAYSHORE BLVD

(Street)
BRISBANE CA 94005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERMUNE INC [ ITMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 05/30/2014 M (1) 8,750 A $0.00 102,681 D
Common stock 05/30/2014 S (2) 4,565 D $40.0644 (3) 98,116 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted stock units (4) $0.00 05/29/2014 A 16,000 (5) (5) Common stock 16,000 $0.00 16,000 D
Restricted stock units (4) $0.00 05/30/2014 M 8,750 (1) (1) Common stock 8,750 $0.00 26,250 D
Performance stock units (6) $0.00 05/29/2014 A 24,000 (7) (7) Common stock 24,000 $0.00 24,000 D
Stock options (right to buy) $40.26 05/29/2014 A (8) 80,000 (9) (9) Common stock 80,000 $0.00 80,000 D
Explanation of Responses:
1. Annual vesting of previously awarded restricted stock units.
2. The shares sold in this transaction were acquired pursuant to a restricted stock unit granted and were sold pursuant to a pre-existing order to sell that number of shares necessary to cover the taxes owed upon the vesting of such restricted stock unit.
3. Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $39.88 to $40.16 per share. Full information on the numbers of shares sold at each sale price is available upon request.
4. Each restricted stock unit represents a contingent right to receive one share of InterMune, Inc. common stock.
5. 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 of the company 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.
6. Each performance stock unit represents a contingent right to receive one share of InterMune, Inc. common stock.
7. Performance stock units are subject to vest upon pre-specified performance criteria, as determined by the Board of Directors.
8. This option was granted pursuant to InterMune, Inc. Amended and Restated 2000 Equity Incentive Plan.
9. Twenty-five percent (25%) of the total number of shares subject to the stock option vest and become exercisable on the first anniversary of the grant date. The remainder of the option shares vests and becomes exercisable cumulatively in equal monthly installments over the following thirty-six (36) months.
Remarks:
By: /s/ John Hodgman, Attorney-in-fact for: Daniel G. Welch 06/02/2014
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.