Sec Form 4 Filing - Powell Andrew Kenneth William @ INTERMUNE INC - 2014-05-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Powell Andrew Kenneth William
2. Issuer Name and Ticker or Trading Symbol
INTERMUNE INC [ ITMN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, GC & Secretary
(Last) (First) (Middle)
3280 BAYSHORE BLVD
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2014
(Street)
BRISBANE, CA94005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/30/2014 J( 1 ) V 1,277 A $ 12.308 32,027 D
Common stock 05/29/2014 S 500 D $ 39.56 31,527 D
Common stock 05/30/2014 S 500 D $ 39.3236 31,027 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 2 ) 05/29/2014 A 3,500 ( 3 ) ( 3 ) Common stock 3,500 ( 2 ) 3,500 D
Performance stock units ( 4 ) 05/29/2014 A 5,250 ( 5 ) ( 5 ) Common stock 5,250 ( 4 ) 5,250 D
Stock options (right to buy) $ 40.26 05/29/2014 A 17,500 ( 6 ) 05/28/2021 Common stock 17,500 $ 0 17,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Powell Andrew Kenneth William
3280 BAYSHORE BLVD
BRISBANE, CA94005
EVP, GC & Secretary
Signatures
By: /s/ John Hodgman, Attorney-in-fact for: Andrew K.W. Powell 06/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects acquisition of shares in a transaction exempt from Section 16(b) of the Securities Exchange Act under InterMune, Inc. Employee Stock Purchase Plan.
( 2 )Each restricted stock unit represents a contingent right to receive one share of InterMune, Inc. common stock.
( 3 )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.
( 4 )Each performance stock unit represents a contingent right to receive one share of InterMune, Inc. common stock.
( 5 )Performance stock units are subject to vest upon pre-specified performance criteria, as determined by the Board of Directors.
( 6 )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.

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).

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