SEC Filing | ImmunoGen, Inc.

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SEC FORM 4 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

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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^*

VILLAFRANCA JOSEPH J

(Last)

(First)

(Middle)

1679 LOOKAWAY COURT

(Street)

NEWHOPE

18938

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNOGEN INC [ IMGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2006

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)

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)
Deferred Share Unit	$0⁽¹⁾	07/03/2006		A		10,124.6105		07/31/2006⁽²⁾⁽³⁾	08/08/1988⁽²⁾	Common Stock⁽²⁾	10,124.6105	$3.21	10,124.6105	D

Explanation of Responses:

1. The derivative security is to be converted on a one-to-one basis.

2. The vested deferred share units are to be settled 100% in cash upon the reporting person's retirement from the Board of Directors.

3. The deferred share units vest as to one-twelfth monthly beginning on July 31, 2006.

	/s/ Daniel M. Junius, attorney in fact.	07/05/2006
	** 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.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes
and appoints each of Daniel M. Junius of ImmunoGen, Inc.
(the "Company") and Jonathan L. Kravetz and Megan Gates of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing
singly,
with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or 10%
shareholder of the Company, Forms 3, 4 and 5 in accordance
with
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

(2) Do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and
execute any such Form 3, 4 or 5 and timely file such form
with
the United States Securities and Exchange Commission and
any stock
exchange or similar authority; and

(3) Take any other action of any type whatsoever in connection
with
the foregoing which, in the opinion of such attorney-in-fact,
may
be of benefit to, in the best interest of, or legally required
by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact
full
power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done
in the
exercise of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or
could do if
personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall
lawfully
do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney replaces any existing power of attorney in force
with the
Company and shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and
5 with respect to the undersigned's holdings of and
transactions in
securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 4th day of May 2006.



/s/ Joseph J Villafranca
								____________________________________________

Print Name: Joseph J Villafranca