COLEMAN LEWIS W 4

4 · IMMUNE DESIGN CORP. · Filed Apr 4, 2019

Form 4

Period: 2019-04-02

Director

Transactions

Disposition to Issuer
Common stock
2019-04-02$5.85/sh−3,000$17,550→ 0 total(indirect: By Spouse)
Disposition to Issuer
Common Stock
2019-04-02$5.85/sh−175,000$1,023,750→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option (Rt to Buy)
2019-04-02−10,000→ 0 total
Exercise: $5.60→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock Option (Rt to Buy)
2019-04-02−12,500→ 0 total
Exercise: $1.31→ Common Stock (12,500 underlying)
Disposition to Issuer
Stock Option (Rt to Buy)
2019-04-02−12,500→ 0 total
Exercise: $4.05→ Common Stock (12,500 underlying)

Footnotes (3)

[F1]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").
[F2]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) $5.85 over (y) the exercise price payable per share, in cash, less any required witholding.
[F3]Not Applicable.

Documents

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