-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFX0o//tWSQ2nXXBIHCjSea81Je+I+wBEawUuouQsDSE2m4d+GnOmq0sI4vKnD4n CsWL3NqVA7bXcSq0SOMFEw== 0000899140-10-000071.txt : 20100127 0000899140-10-000071.hdr.sgml : 20100127 20100127164526 ACCESSION NUMBER: 0000899140-10-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100126 FILED AS OF DATE: 20100127 DATE AS OF CHANGE: 20100127 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEFF JONATHAN S CENTRAL INDEX KEY: 0001215242 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29801 FILM NUMBER: 10551078 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 leff_intermune4-012710ex.xml X0303 4 2010-01-26 0 0001087432 INTERMUNE INC ITMN 0001215242 LEFF JONATHAN S C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.001 per share ("Common Stock") 2010-01-26 4 P 0 2127660 14.1 A 9485209 I See footnotes Common Stock 2010-01-26 4 M 0 40000 4.5 A 9525209 D Non-Qualified Stock Option (right to buy) 4.5 2010-01-26 4 M 0 30000 0 D 2000-01-31 2010-01-31 Common Stock 30000 0 D Non-Qualified Stock Option (right to buy) 4.5 2010-01-26 4 M 0 10000 0 D 2000-02-08 2010-02-08 Common Stock 10000 0 D See Note 1 on Exhibit 99.1 attached hereto. See Note 2 on Exhibit 99.1 attached hereto. See Note 3 on Exhibit 99.1 attached hereto. See Note 4 on Exhibit 99.1 attached hereto. Exhibit List Exhibit 99.1 - Explanation of Responses /s/ Jonathan S. Leff, Director 2010-01-27 EX-99 2 l5380285.htm EXHIBIT 99.1 EXPLANATION OF RESPONSES

 

Designated Filer:

Jonathan S. Leff

Issuer & Ticker Symbol:

InterMune, Inc. (ITMN)

Date of Event Requiring Statement: January 26, 2010

 

 

Exhibit 99.1

Explanation of Responses

 

(1) On January 26, 2010, InterMune, Inc. (the “Company”) closed an underwritten public offering of its Common Stock and in connection therewith WPEP (as defined below) purchased from the underwriters an aggregate of 2,127,660 shares of Common Stock at a per share price of $14.10. The 9,485,209 shares of Common Stock of the Company are directly held by Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of Delaware, and two affiliated partnerships organized under Netherlands law, Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. (collectively, “WPEP”). Warburg Pincus & Co., a general partnership organized under the laws of New York (“WP”), is the managing member of Warburg Pincus Partners, LLC, a limited liability company organized under the laws of New York (“WPP LLC”). WPP LLC is the general partner of WPEP. WPEP is managed by Warburg Pincus LLC, a limited liability company organized under the laws of New York (“WP LLC” and together with WP, WPP LLC and WPEP the “Warburg Pincus Entities”). Charles R. Kaye, a United States citizen (“Mr. Kaye”), and Joseph P. Landy, a United States citizen (“Mr. Landy”) are each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC and may each be deemed to control the Warburg Pincus Entites. By reason of the provisions of Rule 16a-1 (“Rule 16a-1”), of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy may be deemed to be beneficial owners of an indeterminate portion of the Common Stock held by WPEP. Each of WP, WPP LLC, WP LLC, Mr. Kaye and Mr. Landy disclaim beneficial ownership of all such Common Stock, except to the extent of any indirect pecuniary interest therein.

 

(2) Jonathan S. Leff, a director of the Company, is a Partner of WP and a Managing Director and Member of WP LLC, and therefore, may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the shares of Common Stock held by WPEP. 9,485,209 shares of Common Stock indicated as owned by Mr. Leff are included because of his affiliation with the Warburg Pincus Entities. Mr. Leff disclaims beneficial ownership of the Common Stock held by the Warburg Pincus Entities.

 

(3) Jonathan S. Leff, a director of the Company, is a Partner of WP and a Managing Director and Member of WP LLC, and therefore, may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the Common Stock held by WPEP. Of the Common Stock indicated as owned by Mr. Leff, 9,485,209 shares are included because of his affiliation with the Warburg Pincus Entities and 40,000 shares of Common Stock are directly held by Mr. Leff. Mr. Leff disclaims beneficial ownership of the Common Stock held by the Warburg Pincus Entities.

 

(4) These shares of the Common Stock are being purchased pursuant to option grants made on January 31, 2000 and February 8, 2000 that otherwise would have expired on January 31, 2010 and February 8, 2010, respectively. The shares of Common Stock being purchased pursuant to the exercise of these options are subject to the terms of a lock-up agreement, dated January 20, 2010, pursuant to which the shares may not be offered, sold, contracted for sale, pledged, made subject to an option to purchase, short sale or otherwise disposed of for 60 days from January 20, 2010, except in accordance with the terms of such lock-up agreement.

 

 

 

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