0001209191-19-023688.txt : 20190404 0001209191-19-023688.hdr.sgml : 20190404 20190404171649 ACCESSION NUMBER: 0001209191-19-023688 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190402 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yurasov Sergey CENTRAL INDEX KEY: 0001686295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36561 FILM NUMBER: 19732918 MAIL ADDRESS: STREET 1: C/O IMMUNE DESIGN CORP. STREET 2: 1616 EASTLAKE AVE. E., SUITE 310 CITY: SEATTLE STATE: WA ZIP: 98102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE DESIGN CORP. CENTRAL INDEX KEY: 0001437786 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262007174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1616 EASTLAKE AVENUE E. STREET 2: SUITE 310 CITY: SEATTLE STATE: WA ZIP: 98102 BUSINESS PHONE: (650) 392-8350 MAIL ADDRESS: STREET 1: 601 GATEWAY BOULEVARD STREET 2: SUITE 250 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Immune Design Corp. DATE OF NAME CHANGE: 20090702 FORMER COMPANY: FORMER CONFORMED NAME: VACCSYS INC DATE OF NAME CHANGE: 20080617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-02 0 0001437786 IMMUNE DESIGN CORP. IMDZ 0001686295 Yurasov Sergey C/O IMMUNE DESIGN CORP. 1616 EASTLAKE AVE. E., SUITE 310 SEATTLE WA 98102 0 1 0 0 Sr. VP, Clinic. Devel. & CMO Common Stock 2019-04-02 4 D 0 6136 5.85 D 0 D Restricted Stock Units 0.00 2019-04-02 4 D 0 72620 D Common Stock 72620 0 D Stock Option (Rt to Buy) 4.05 2019-04-02 4 D 0 110000 D Common Stock 110000 0 D Stock Option (Rt to Buy) 4.40 2019-04-02 4 D 0 113335 D Common Stock 113335 0 D Stock Option (Rt to Buy) 1.31 2019-04-02 4 D 0 110000 D Common Stock 110000 0 D 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"). 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. Not Applicable. 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. /s/ Stephen R. Brady, Attorney-In-Fact 2019-04-04