Immune Design Form 4 IMMUNE DESIGN / Carlos V Paya ownership change

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

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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^*

Paya Carlos V

(Last) (First) (Middle)

C/O IMMUNE DESIGN CORP.

1616 EASTLAKE AVE. E., SUITE 310

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNE DESIGN CORP. [ IMDZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/03/2019		A		63,000(2)	A	$0.00	169,590	D
Common Stock	01/07/2019		S(3)		13,014	D	$1.5822(4)	156,576	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.31	01/03/2019		A		293,000		(5)	01/03/2029	Common Stock	293,000	$0.00	293,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Immune Design Corp. common stock.

2. Restricted stock unit shall vest in a series of three equal consecutive annual installments beginning on January 4, 2020, subject to the Reporting Person's continuous service through each such date.

3. The shares were sold pursuant to a Rule 10b5-1 trading plan that was included in the Reporting Person's restricted stock unit agreements, dated January 4, 2016, January 4, 2017 and January 4, 2018, in order to satisfy a tax liability incurred upon the vesting of restricted stock units on January 4, 2019.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.55 to $1.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. One quarter of the shares underlying the option will vest on January 3, 2020, and the remainder of the shares underlying the option will vest at a rate of 1/24th per month thereafter, subject to the Reporting Person's continuous service through each such date.

Remarks:

	/s/ Stephen R. Brady, Attorney-In-Fact	01/07/2019
	** 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).
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