Sec Form 4 Filing - Brady Stephen R @ IMMUNE DESIGN CORP. - 2019-04-02

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
Brady Stephen R
2. Issuer Name and Ticker or Trading Symbol
IMMUNE DESIGN CORP. [ IMDZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Strategy & Finance
(Last) (First) (Middle)
C/O IMMUNE DESIGN CORP., 1616 EASTLAKE AVE. E., SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2019
(Street)
SEATTLE, WA98102
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 04/02/2019 D 17,063 D $ 5.85 ( 1 ) 0 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 $ 0 04/02/2019 D 79,536 ( 2 ) ( 3 ) Common Stock 79,536 ( 2 ) 0 D
Stock Option (Rt to Buy) $ 1.23 04/02/2019 D 116,819 ( 4 ) ( 3 ) Common Stock 116,819 ( 4 ) 0 D
Stock Option (Rt to Buy) $ 4.05 04/02/2019 D 100,000 ( 4 ) ( 3 ) Common Stock 100,000 ( 4 ) 0 D
Stock Option (Rt to Buy) $ 4.4 04/02/2019 D 184,364 ( 4 ) ( 3 ) Common Stock 184,364 ( 4 ) 0 D
Stock Option (Rt to Buy) $ 1.31 04/02/2019 D 120,000 ( 4 ) ( 3 ) Common Stock 120,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brady Stephen R
C/O IMMUNE DESIGN CORP.
1616 EASTLAKE AVE. E., SUITE 310
SEATTLE, WA98102
EVP, Strategy & Finance
Signatures
/s/ Stephen R. Brady, Attorney-In-Fact 04/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated February 20, 2019, by and among the Immune Design Corp. (the "Issuer"), Merck Sharp & Dohme Corp., a New Jersey corporation ("Parent") and Cascade Merger Sub Inc., a Delaware corporation ("Purchaser"), on April 2, 2019, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, the Issuer's common stock were cancelled and converted into the right to receive $5.85 in cash per share, less any required withholding, subject to the terms and conditions of the Merger Agreement ("Merger Consideration").
( 2 )Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these unvested restricted stock units vested automatically in accordance with their terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.
( 3 )Not Applicable.
( 4 )Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of these stock options accelerated and became fully vested and converted into the right to receive cash in the amount equal to the product of (i) the total number of Shares subject to the such stock option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share.

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