SEC FORM 4

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^*

ATWOOD BRIAN G

(Last)

(First)

(Middle)

C/O IMMUNE DESIGN CORP.

1616 EASTLAKE AVE. E., SUITE 310

(Street)

SEATTLE

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

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2014		C		733,941	A	⁽¹⁾	733,941	I⁽²⁾	See Footnote⁽²⁾
Common Stock	07/29/2014		C		531,840	A	⁽¹⁾	1,265,781	I⁽²⁾	See Footnote⁽²⁾
Common Stock	07/29/2014		C		611,620	A	⁽¹⁾	1,877,401	I⁽²⁾	See Footnote⁽²⁾
Common Stock	07/29/2014		C		305,810	A	⁽¹⁾	2,183,211	I⁽²⁾	See Footnote⁽²⁾
Common Stock	07/29/2014		S⁽⁴⁾		208,334	D	$12	1,974,877	I⁽²⁾	See Footnote⁽²⁾
Common Stock	07/29/2014		P		233,333	A	$12	2,208,210	I⁽²⁾	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/29/2014		C			733,941	⁽¹⁾	⁽¹⁾	Common Stock	733,941	$0	0	I⁽²⁾	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/29/2014		C			531,840	⁽¹⁾	⁽¹⁾	Common Stock	531,840	$0	0	I⁽²⁾	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/29/2014		C			611,620	⁽¹⁾	⁽¹⁾	Common Stock	611,620	$0	0	I⁽²⁾	See Footnote⁽²⁾
Series C Preferred Stock Warrant (right to buy)	$8.175	07/29/2014		X			305,810	10/16/2013	⁽³⁾	Series C Preferred Stock	305,810	$0	0	I⁽²⁾	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/29/2014		X		305,810		⁽¹⁾	⁽¹⁾	Common Stock	305,810	$0	305,810	I⁽²⁾	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/29/2014		C			305,810	⁽¹⁾	⁽¹⁾	Common Stock	305,810	$0	0	I⁽²⁾	See Footnote⁽²⁾

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A, Series B and Series C preferred stock automatically converted into one share of common stock. The Series A, Series B and Series C preferred stock had no expiration date.

2. 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.

3. The warrants were set to 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.

4. Immediately prior to the closing of the Issuer's initial public offering, the reporting person exercised a warrant to purchase 305,810 shares of the Issuer's Series C preferred stock for $8.175 per share, which then immediately converted into 305,810 shares of the Issuer's common stock. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 208,334 shares of the Issuer's common stock to pay the exercise price and issuing to the reporting person the remaining 97,476 shares of common stock.

Remarks:

	/s/ Laura A. Berezin, Attorney-in-Fact	07/31/2014
	** 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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