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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Immune Design Corp. | NASDAQ:IMDZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.85 | 0.44 | 5.85 | 0 | 01:00:00 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-2007174
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1616 Eastlake Ave. E., Suite 310
Seattle, Washington
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98102
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(address of principal executive officers)
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(Zip code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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Nasdaq Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging Growth Company
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x
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PAGE
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Directors
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Age
(1)
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Term Expires
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Position(s) Held
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Director Since
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Ed Penhoet, Ph.D.
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78
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2021
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Chairman of the Board
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2008
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David Baltimore, Ph.D.
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81
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2021
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Director
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2008
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Franklin Berger
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69
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2019
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Director
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2014
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Lewis Coleman
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77
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2019
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Director
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2015
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Susan Kelley, M.D.
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64
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2020
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Director
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2016
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Carlos Paya, M.D., Ph.D.
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60
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2020
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Director, President and Chief Executive Officer
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2011
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William Ringo
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73
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2020
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Director
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2014
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Executive Officers
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Age
(1)
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Position Held
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Stephen Brady
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49
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Executive Vice President, Strategy & Finance
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Jan ter Meulen, M.D.
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56
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Chief Scientific Officer
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Sergey Yurasov, M.D., Ph.D.
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50
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Senior Vice President, Clinical Development, and Chief Medical Officer
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Name and Principal Position
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Year
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Salary
($)
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Non-Equity Incentive Plan Compensation
($)(1)
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Bonus ($)
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Option Awards
($)(2)
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Stock Awards
($)(2)(3)
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All Other Compensation
($)(4)
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Total
($)
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Carlos Paya, M.D., Ph.D.
President and Chief Executive Officer
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2018
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602,550
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256,083
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—
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596,685
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1,115,573
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10,600
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2,581,491
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2017
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584,850
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307,125
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—
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682,822
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425,600
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10,600
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2,010,997
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Stephen Brady
Executive Vice President, Strategy & Finance
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2018
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412,000
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141,316
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200,000
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275,727
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318,904
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10,600
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1,358,547
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2017
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400,000
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170,000
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—
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331,657
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196,000
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10,600
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1,108,257
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Sergey Yurasov, M.D., Ph.D.
Senior Vice President, Clinical Development, and Chief Medical Officer
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2018
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412,000
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137,196
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200,000
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301,537
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327,004
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10,600
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1,388,337
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(1)
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The amounts shown for non-equity incentive plan compensation represent amounts earned for the fiscal years presented, whether or not actually paid during such year. This column reflects amounts earned based on the achievement of company and individual performance goals and other factors deemed relevant by the Board and compensation committee. For
2018
, the compensation committee determined that Dr. Paya was entitled to 85% of his target bonus, Mr. Brady was entitled to approximately 85.75% of his target bonus and Dr. Yurasov was entitled to approximately 83.25% of his target bonus.
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(2)
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Amounts listed in this column represent the aggregate fair value of the awards computed as of the grant date of each award in accordance with Financial Accounting Standards Board Accounting Standards Codification No. 718, Compensation-Stock Compensation, or FASB ASC Topic 718, rather than amounts paid to or realized by the named individual. See Note 11 to our consolidated financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation,” included in our Annual Report on Form 10-K, for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock options. These amounts do not necessarily correspond to the actual value that the named executive officers may realize upon exercise.
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(3)
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The amounts listed in this column reflect both time-based restricted stock units and performance-based restricted stock units awarded to each of the named executive officers. In 2018, the amounts associated with the performance-based restricted stock unit awards were $927,248 for Dr. Paya, $192,375 for Mr. Brady and $192,375 for Dr. Yurasov. The Board determined that the applicable performance criteria were not met by the corresponding vesting date, and accordingly, all such performance-based restricted stock units were cancelled unvested as of December 31, 2018.
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(4)
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Amounts represent contributions by us to the named executive officer’s 401(k) plan account.
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Option Awards
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Stock Awards(5)
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|||||||||||||
Name
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (#) |
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Option
Exercise Price ($/Sh) |
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Option
Expiration Date |
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Number of Shares or Units of Stock that Have Not Vested (#)
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Market Value of Shares or Units of Stock that Have Not Vested ($)
(6)
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Carlos Paya, M.D., Ph.D.
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195,289
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0
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(1)
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1.31
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6/16/2021
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67,277
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0
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(1)
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1.31
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12/8/2021
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61,161
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0
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(1)
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1.48
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2/7/2023
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244,648
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0
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(1)
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1.23
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12/19/2023
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255
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970
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(2)
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4.40
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7/17/2025
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10,161
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38,614
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(2)
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4.40
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7/17/2025
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12,500
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47,500
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(2)
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4.40
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7/17/2025
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651
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2,476
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(2)
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4.40
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7/17/2025
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20,182
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76,692
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(2)
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4.40
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7/17/2025
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1,770
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6,726
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(2)
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4.40
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7/17/2025
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9,273
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35,239
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(2)
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4.40
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7/17/2025
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83,854
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91,146
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(1)
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5.60
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1/4/2027
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—
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216,500
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(4)
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4.05
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1/4/2028
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—
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—
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—
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—
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18,000
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(7)
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23,400
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—
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—
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—
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—
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27,000
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(7)
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35,100
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46,500
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(8)
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60,450
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||||
Stephen Brady
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116,819
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0
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(1)
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1.23
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12/19/2023
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295
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1,124
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(2)
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4.40
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7/17/2025
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4,912
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18,669
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(2)
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4.40
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7/17/2025
|
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6,944
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26,390
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(2)
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4.40
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7/17/2025
|
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601
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2,287
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(2)
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4.40
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|
7/17/2025
|
|
|
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|
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8,327
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31,643
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(2)
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4.40
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|
7/17/2025
|
|
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|
|
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3,822
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|
|
14,528
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(2)
|
4.40
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|
7/17/2025
|
|
|
|
|
|
|
|
|
1,698
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|
|
6,456
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(2)
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4.40
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|
7/17/2025
|
|
|
|
|
|
|
|
|
1,316
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|
|
8,162
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|
(3)
|
4.40
|
|
|
7/17/2025
|
|
|
|
|
|
|
|
|
6,554
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|
|
40,636
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(3)
|
4.40
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|
7/17/2025
|
|
|
|
|
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|
—
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|
100,000
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(4)
|
4.05
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|
1/4/2028
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|
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|
|
|
|
|
—
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
(7)
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|
9,750
|
|
|
—
|
|
|
—
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|
|
—
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|
|
—
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|
|
11,250
|
(7)
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|
14,625
|
|
|
—
|
|
|
—
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|
|
—
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|
|
—
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|
20,000
|
(8)
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|
26,000
|
|
|
|
|
|
|
|
|
|
|
29,953
|
(9)
|
|
38,939
|
||||
Sergey Yurasov, M.D., Ph.D.
|
|
7,328
|
|
|
27,851
|
|
(2)
|
4.40
|
|
|
7/17/2025
|
|
|
|
|
|
|
|
|
12,115
|
|
|
46,040
|
|
(2)
|
4.40
|
|
|
7/17/2025
|
|
|
|
|
|
|
|
|
57
|
|
|
360
|
|
(3)
|
4.40
|
|
|
7/17/2025
|
|
|
|
|
|
|
|
|
2,720
|
|
|
16,864
|
|
(3)
|
4.40
|
|
|
7/17/2025
|
|
|
|
|
|
|
|
|
—
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|
110,000
|
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(4)
|
4.05
|
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|
1/4/2028
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
4,500
|
(7)
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|
5,850
|
|
|
—
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|
|
—
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|
|
—
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|
|
—
|
|
|
22,000
|
(8)
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|
28,600
|
|
|
—
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|
|
—
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|
|
—
|
|
|
—
|
|
|
29,953
|
(9)
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|
38,939
|
(1)
|
This option vests with respect to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and the remainder vests over three years in equal monthly installments.
|
(2)
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This option vests over two years in equal monthly installments.
|
(3)
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This option vests over three years in equal monthly installments.
|
(4)
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This option vests with respect to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and the remainder vests over two years in equal monthly installments.
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(5)
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Amounts in this column exclude performance-based restricted stock units which were cancelled as of December 31, 2017.
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(6)
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The market value of stock awards is based on the closing market price of our common stock of $1.30 per share on December 31, 2018.
|
(7)
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This restricted stock unit (RSU) award vests annually with respect to 25% of the shares subject to the RSU on each anniversary of the vesting commencement date.
|
(8)
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This restricted stock unit (RSU) award vests annually with respect to 33% of the shares subject to the RSU on each anniversary of the vesting commencement date.
|
(9)
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This restricted stock unit (RSU) award vests with respect to 100% of the shares subject to the RSU on the one-year anniversary of the vesting commencement date.
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•
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the chairman of the Board will receive an additional annual retainer of $30,000;
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•
|
each member of our audit, compensation and nominating and corporate governance committees, other than the chairperson, will receive an additional annual retainer of $8,000, $6,000 and $4,000, respectively; and
|
•
|
each chairperson of our audit, compensation and nominating and corporate governance committees will receive an additional annual retainer of $20,000, $15,000 and $9,000, respectively.
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Name
|
|
Fees Earned or
Paid in Cash ($) |
|
Option
Awards
(1)
($)
|
|
Total
($) |
|
Ed Penhoet, Ph.D.
|
|
74,000
|
|
|
33,450
|
|
107,450
|
David Baltimore, Ph.D.
|
|
49,000
|
|
|
33,450
|
|
82,450
|
Franklin Berger
|
|
66,000
|
|
|
33,450
|
|
99,450
|
Lewis Coleman
|
|
48,000
|
|
|
33,450
|
|
81,450
|
Susan Kelley, M.D.
|
|
44,000
|
|
|
33,450
|
|
77,450
|
William Ringo
|
|
63,000
|
|
|
33,450
|
|
96,450
|
Peter Svennilson
(2)
|
|
30,750
|
|
|
33,450
|
|
64,200
|
(1)
|
Amounts reflect the grant date fair value of option awards granted in
2018
in accordance with ASC 718. For information regarding assumptions underlying the value of equity awards, see Note 2 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation,” included in our Annual Report on Form 10-K. These amounts do not necessarily correspond to the actual value that the named directors may recognize.
|
(2)
|
Peter Svennilson resigned from the Board as of August 31, 2018.
|
Name
|
|
Options
Outstanding (Shares) |
Ed Penhoet, Ph.D.
|
|
55,778
|
David Baltimore, Ph.D.
|
|
55,778
|
Franklin Berger
|
|
58,837
|
Lewis Coleman
|
|
55,100
|
Susan Kelley, M.D.
|
|
45,800
|
William Ringo
|
|
58,837
|
Name and Address of Beneficial Owner
|
|
Amount & Nature of
Beneficial Ownership
|
|
Percent of Class
(Common Stock)
|
||
Named Executive Officers and Directors:
|
|
|
|
|
||
Carlos Paya, M.D., Ph.D.
(1)
|
|
885,847
|
|
|
1.8
|
%
|
Stephen Brady
(2)
|
|
233,431
|
|
|
*
|
|
Sergey Yurasov, M.D., Ph.D.
(3)
|
|
87,386
|
|
|
*
|
|
Ed Penhoet, Ph.D.
(4)
|
|
55,778
|
|
|
*
|
|
David Baltimore, Ph.D.
(5)
|
|
134,065
|
|
|
*
|
|
Franklin Berger
(6)
|
|
133,837
|
|
|
*
|
|
Lewis Coleman
(7)
|
|
233,100
|
|
|
*
|
|
Susan Kelley, M.D.
(8)
|
|
44,505
|
|
|
*
|
|
William Ringo
(9)
|
|
58,837
|
|
|
*
|
|
All executive officers and directors as a group (10 persons)
|
|
2,147,230
|
|
|
4.3
|
%
|
5% Stockholders:
|
|
|
|
|
||
Alta Partners VIII, L.P.
(10)
|
|
2,482,775
|
|
|
5.1
|
%
|
Biotechnology Value Fund, L.P. and its affiliated entities
(11)
|
|
5,185,383
|
|
|
10.7
|
%
|
The Column Group and its affiliated entities
(12)
|
|
6,642,942
|
|
|
13.7
|
%
|
Topspin Fund L.P.
(13)
|
|
5,664,739
|
|
|
11.7
|
%
|
*
|
Represents beneficial ownership of less than 1% of our outstanding common stock.
|
(1)
|
Consists of (a)
35,576
shares of common stock and (b)
850,271
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(2)
|
Consists of (a)
17,063
shares of common stock and (b)
216,368
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(3)
|
Consists of (a)
6,136
shares of common stock and (b)
81,250
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(4)
|
Consists of
55,778
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(5)
|
Consists of (a)
78,287
shares of common stock and (b)
55,778
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(6)
|
Consists of (a)
75,000
shares of common stock and (b)
58,837
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(7)
|
Consists of (a)
175,000
shares of common stock held in trust by Lewis Coleman, (b)
3,000
shares of common stock beneficially held by Mr. Coleman’s spouse, and (c)
55,100
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(8)
|
Consists solely of
44,505
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(9)
|
Consists solely of
58,837
shares of common stock issuable upon the exercise of stock options exercisable within 60 days of
March 13, 2019
.
|
(10)
|
Consists of
2,482,775
shares of common stock held by Alta Partners VIII, L.P. Alta Partners Management VIII, LLC is the general partner of Alta Partners VIII, L.P. and shares voting and dispositive power over the shares of our common stock held by Alta Partners VIII, L.P. Farah Champsi, Daniel Janney, and Guy Nohra are the managing directors of Alta Partners VIII, L.P. and Alta Partners Management VIII, LLC and may be deemed to share dispositive and voting control with respect to the shares held by Alta Partners. The principal address of Alta Partners is One Embarcadero Center, 37th Floor, San Francisco, California 94111.
|
(11)
|
Consists of (a)
2,502,758
shares of common stock beneficially owned by Biotechnology Value Fund, L.P. (BVF), (b)
1,942,764
shares of common stock beneficially owned by Biotechnology Value Fund II, L.P. (BVF2), (c)
370,391
shares of common stock beneficially owned by Biotechnology Value Trading Fund OS LP (Trading Fund OS) and (d)
369,470
shares of common stock held in certain Managed Accounts (Partners Managed Accounts) of BVF Partners L.P. (Partners), the general partner of BVF and BVF2, the investment manager of Trading Fund OS and the sole member of BVF Partners OS Ltd. (Partners OS), each as of the close of business on December 31, 2016. BVF Inc., the general partner of Partners, may be deemed to beneficially own the
5,185,383
shares of common stock beneficially owned by Partners. Mark N. Lampert, as director and officer of BVF Inc., may be deemed to beneficially own the
5,185,383
shares of common stock beneficially owned by BVF Inc. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the
370,391
shares of common stock beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of common stock beneficially owned by BVF, BVF2, Trading Fund OS and Partners Managed Accounts. Partners OS disclaims beneficial ownership of the shares of common stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of common stock beneficially owned by BVF, BVF2, Trading Fund OS and Partners Managed Accounts. The principal address of the Biotechnology Value Fund is 1 Sansome Street, 30th Floor, San Francisco, California 94104.
|
(12)
|
Consists of (a)
3,161,942
shares of common stock held by The Column Group, LP, (b)
800,000
shares of common stock held by The Column Group II, LP and (c)
2,681,000
shares of common stock beneficially held by Ponoi Capital, LP. Peter Svennilson and David Goeddel are the managing partners of The Column Group GP, LP, The Column Group II GP, LP and Ponoi LLC, which are the general partners of The Column Group, LP, The Column Group II, LP and Ponoi, LP, respectively, and may be deemed to have shared voting and dispositive power with respect to these shares. Tim Kutzkey is a managing partner of Ponoi LLC and may be deemed to have shared voting and dispositive power with respect to the shares held by Ponoi Capital, LP. The principal address of The Column Group is 1700 Owens Street, Suite 500, San Francisco, California 94158.
|
(13)
|
Consists of (a)
5,526,514
shares of common stock held by Topspin Fund L.P. and (b)
138,225
shares of common stock held in individual retirement accounts in the name of Leo A. Guthart. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have shared voting control and investment discretion over the shares of common stock held by Topspin Fund L.P. Mr. Guthart is the managing member of LG Management, LLC and may be deemed to have shared voting control and investment discretion over the shares of common stock held by Topspin Fund L.P. Mr. Guthart may also be deemed to be a beneficial owner of the shares in the individual retirement accounts in his name. Each of LG Management, LLC and Mr. Guthart disclaims beneficial ownership of these shares, except to the extent of their respective indirect pecuniary interests in such shares. The principal address of Topspin Fund L.P. is Three Expressway Plaza, Suite 100, Roslyn Heights, New York 11577.
|
Plan Category
|
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights ($) |
|
Number of securities remaining
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by stockholders
|
|
|
|
|
|
|
|||
2008 Equity Incentive Plan
(1)
|
|
1,116,484
|
|
|
2.05
|
|
|
—
|
|
2014 Omnibus Incentive Plan
(2)
|
|
3,221,185
|
|
|
6.01
|
|
|
2,761,914
|
|
2014 Employee Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
393,206
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
4,337,669
|
|
|
|
|
|
3,155,120
|
|
(1)
|
The 2008 Plan terminated in 2014, and any shares becoming available under the 2008 Plan by expiration, forfeiture, cancellation or otherwise have been and will be allocated to the 2014 Plan.
|
(2)
|
Under the 2014 Plan, column (a) includes
465,396
shares of common stock subject to outstanding restricted stock units, which are not included in determining the weighted-average exercise price under column (b), because no cash consideration is required to receive these shares upon vesting.
|
Fees
|
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
|
|
$
|
684,995
|
|
|
$
|
662,709
|
|
Audit-Related Fees
|
|
|
—
|
|
|
—
|
|
||
Tax Fees
(2)
|
|
|
15,296
|
|
|
32,360
|
|
||
All Other Fees
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
|
$
|
700,291
|
|
|
$
|
695,069
|
|
(1)
|
This category consisted of fees for professional services rendered for the audit of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements. Related to the year ended
December 31, 2018
, fees of $170,000 were billed in connection with consultations on stock option modifications, restructuring, lease accounting, strategic transactions and preparations for compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002. Related to the year ended
December 31, 2017
, fees of $184,000 were billed in connection with our follow-on public offering in October 2017, certain SEC filings we made in connection with our ATM filing in July 2017 and the filing of our Registration Statement on Form S-8.
|
(2)
|
This category consisted of fees for professional services rendered for tax compliance and tax advice.
|
•
|
the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by us to our auditor during the fiscal year in which the services are provided;
|
•
|
such services were not recognized by us at the time of the engagement to be non-audit services; and
|
•
|
such services are promptly brought to the attention of the audit committee and approved prior to the completion of the audit by the audit committee or by one or more members of the audit committee who are members of the Board to whom the audit committee has delegated authority to grant such approvals.
|
EXHIBIT
NUMBER
|
|
EXHIBIT DESCRIPTION
|
|
|
|
2.1
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
+
|
|
|
|
|
|
10.3
+
|
|
|
|
|
|
10.4
+
|
|
|
|
|
|
10.5
+
|
|
|
|
|
|
10.6
+
|
|
|
|
|
|
10.7
+
|
|
|
|
|
|
10.8
+
|
|
|
|
|
|
10.9
+
|
|
|
|
|
10.10
+
|
|
|
|
|
|
10.11
+
|
|
|
|
|
|
10.12
+
|
|
|
|
|
|
10.13
+
|
|
|
|
|
|
10.14
+
|
|
|
|
|
|
10.15
+
|
|
|
|
|
|
10.16
+
|
|
|
|
|
|
10.17
†
|
|
|
|
|
|
10.18
†
|
|
|
|
|
|
10.19
†
|
|
|
|
|
|
10.20
†
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
IMMUNE DESIGN CORP.
|
||
|
(Registrant)
|
||
|
|
|
|
Date: March 28, 2019
|
|
|
/s/ Carlos Paya, M.D., Ph.D.
|
|
|
|
Carlos Paya, M.D., Ph.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
Date: March 28, 2019
|
|
|
/s/ Stephen Brady
|
|
|
|
Stephen Brady
Executive Vice President, Strategy and Finance
(Principal Accounting Officer and Principal Financial Officer)
|
1 Year IMMUNE DESIGN CORP. Chart |
1 Month IMMUNE DESIGN CORP. Chart |
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