SEC Info - Intermune Inc. - ‘4’ for 10/15/07 re: Targanta Therapeutics Corp.

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

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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^*

INTERMUNE INC

(Last)

(First)

(Middle)

3280 BAYSHORE BOULEVARD

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Targanta Therapeutics Corp. [ TARG ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/07

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/07		C		2,989,978	A	$0 ⁽¹⁾	2,989,978	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C-1 Preferred Stock	⁽¹⁾	10/15/07		C			956,794	⁽²⁾	⁽³⁾	Common Stock	1,195,992	$0 ⁽¹⁾	0	D
Warrant to Purchase Shares of Series C-1 Preferred Stock	$13.06 ⁽¹⁾	10/15/07		C			118,508	⁽²⁾	⁽⁴⁾	Common Stock	148,135	$10.45 ⁽¹⁾	0	D
Series C-2 Preferred Stock	⁽¹⁾	10/15/07		C			717,595	⁽²⁾	⁽³⁾	Common Stock	896,993	$0 ⁽¹⁾	0	D
Series C-3 Preferred Stock	⁽¹⁾	10/15/07		C			717,595	⁽²⁾	⁽³⁾	Common Stock	896,993	$0 ⁽¹⁾	0	D
Warrant to Purchase Shares of Common Stock	$10.45 ⁽¹⁾	10/15/07		C		148,135		⁽²⁾	⁽³⁾	Common Stock	148,135	$10.45 ⁽¹⁾	148,135	D

Explanation of Responses:

(1) Each outstanding share of Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock automatically converted into 1.25 shares of common stock upon the closing of the issuer's initial public offering.

(2) Immediately exercisable.

(3) Not applicable.

(4) The fifth anniversary of the closing of the issuer's initial public offering (i.e. October 15, 2012).

	/s/ Robin Steele	10/15/07
	** 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.

____________ Transaction Code:
C	Conversion of derivative security.

Intermune Inc. – ‘4’ for 10/15/07 re: Targanta Therapeutics Corp.

On: Wednesday, 10/17/07, at 3:48pm ET · For: 10/15/07 · As: 10% Owner · Accession #: 1181431-7-62639 · File #: 1-33730

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Intermune Inc. – ‘4’ for 10/15/07 re: Targanta Therapeutics Corp.

On: Wednesday, 10/17/07, at 3:48pm ET · For: 10/15/07 · As: 10% Owner · Accession #: 1181431-7-62639 · File #: 1-33730

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents