SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ATWOOD BRIAN G

(Last)

(First)

(Middle)

C/O IMMUNE DESIGN CORP.

1616 EASTLAKE AVE. E., SUITE 310

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2014

3. Issuer Name and Ticker or Trading Symbol
Immune Design Corp. [ IMDZ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Employee Stock Option (right to buy)	⁽¹⁾	02/07/2023	Common Stock	3,058	$1.48	D
Non-Employee Stock Option (right to buy)	⁽²⁾	12/19/2023	Common Stock	4,281	$1.23	D
Non-Employee Stock Option (right to buy)	⁽³⁾	06/27/2024	Common Stock	7,339	$8.92	D
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	733,941	⁽⁴⁾	I⁽⁵⁾	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	531,840	⁽⁴⁾	I⁽⁵⁾	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	611,620	⁽⁴⁾	I⁽⁵⁾	See footnote⁽⁵⁾
Series C Preferred Stock Warrant (right to buy)	10/16/2013⁽⁶⁾	⁽⁷⁾	Common Stock	305,810	$8.175	I⁽⁵⁾	See footnote⁽⁵⁾

Explanation of Responses:

1. All shares will vest in full on January 1, 2014, the one year anniversary of the vesting commencement date.

2. All shares will vest in full on December 19, 2014, the one year anniversary of the grant date.

3. All shares will vest in full on June 27, 2015, the one year anniversary of the grant date.

4. The reported securities are convertible at any time, on a one-for-one basis, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.

5. The securities are directly held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. (collectively, the "Versant Entities"). Mr. Atwood is a managing member of Versant Ventures III, L.L.C., the sole general partner of the Versant Entities and may be deemed to have shared voting and dispositive power over the shares owned by the Versant Entities. Mr. Atwood disclaims beneficial ownership of all shares held by the Versant Entities, except to the extent of his actual pecuniary interest therein.

6. The shares of Series C Preferred Stock issuable upon exercise of the warrants will convert into common stock upon the closing of the Issuer's initial public offering. Immediately prior to the close of the Issuer's initial public offering, and at the option of the holder, the warrants will either (a) be exercised by the holder by paying the exercise price in cash or (b) automatically net exercise on their terms which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering.

7. The warrants will expire on the earlier of: (a) October 15, 2015, (b) the latter of (i) 30 days after delivery to the warrant holder of the interim study report of a specified clinical trial by the Issuer or (ii) 30 days after notice to the warrant holder of the commencement of patient recruitment for specified studies or trials by the Issuer, (c) a liquidation event of the Issuer or (d) the closing of the Issuer's initial public offering.

Remarks:

	/s/ Laura A. Berezin, Attorney-in-Fact	07/23/2014
	** 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 5 (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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