Immune Design Form 4 IMMUNE DESIGN / Meulen Jan Henrik ter 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^*

ter Meulen Jan Henrik

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2019

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	04/02/2019		D		14,620	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 (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
Restricted Stock Units	$0.00	04/02/2019		D			69,362	(2)	(3)	Common Stock	69,362	(2)	0	D
Stock Option (Rt to Buy)	$1.23	04/02/2019		D			98,837	(4)	(3)	Common Stock	98,837	(4)	0	D
Stock Option (Rt to Buy)	$5.6	04/02/2019		D			70,000	(4)	(3)	Common Stock	70,000	(4)	0	D
Stock Option (Rt to Buy)	$4.05	04/02/2019		D			90,000	(4)	(3)	Common Stock	90,000	(4)	0	D
Stock Option (Rt to Buy)	$4.4	04/02/2019		D			46,788	(4)	(3)	Common Stock	46,788	(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

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.

Remarks:

	/s/ Stephen R. Brady, Attorney-In-Fact	04/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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