UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Immune Design Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45252L103
(CUSIP Number)
July 26, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Topspin Fund L.P.
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o (b) o |
| 3. |
SEC USE ONLY
|
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| 5. |
SOLE VOTING POWER
929,848
|
||
|
NUMBER OF SHARES BENEFICIALLY |
6. |
SHARED VOTING POWER
0
|
|
|
OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE DISPOSITIVE POWER
929,848
|
|
| 8. |
SHARED DISPOSITIVE POWER
0
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,848
|
|
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
|
|
| 12. |
TYPE OF REPORTING PERSON
PN
|
| Item 1(a). | Name of Issuer: |
Immune Design Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1616 Eastlake Ave. E., Suite 310, Seattle, Washington 98102
| Item 2(a). | Name of Person Filing: |
Topspin Fund L.P. (20-8367043)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Three Expressway Plaza, Roslyn Heights, NY 11577
| Item 2(c). | Citizenship: |
Delaware
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.001 par value per share
| Item 2(e). | CUSIP Number: |
45252L103
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act. |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. |
| (a) |
Amount beneficially owned:
929,848 |
| (b) |
Percent of class:
5.6% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 929,848 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 929,848 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: August 5, 2014 |
TOPSPIN FUND L.P.
By: /s/ Leo Guthart |
||
| Leo Guthart, Managing Member of the General Partner |
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)