Statement of Changes in Beneficial Ownership (4)
December 16 2014 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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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1. Name and Address of Reporting Person
*
Pillar Invest Corp
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2. Issuer Name
and
Ticker or Trading Symbol
IDERA PHARMACEUTICALS, INC.
[
IDRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O IDERA PHARMACEUTICALS, INC., 167 SIDNEY STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2014
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(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/12/2014
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S
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160521
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D
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$0.00
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0
(1)
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I
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See Footnotes
(1)
(5)
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Common Stock
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12/12/2014
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S
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44143
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D
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$0.00
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0
(2)
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I
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See Footnotes
(2)
(5)
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Common Stock
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12/12/2014
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S
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32104
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D
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$0.00
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0
(3)
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I
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See Footnotes
(3)
(5)
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Common Stock
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12/12/2014
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S
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24078
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D
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$0.00
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0
(4)
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I
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See Footnotes
(4)
(5)
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Common Stock
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12/15/2014
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S
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178462
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D
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$0.00
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0
(4)
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I
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See Footnotes
(1)
(5)
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Common Stock
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12/15/2014
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S
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49077
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D
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$0.00
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0
(2)
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I
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See Footnotes
(2)
(5)
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Common Stock
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12/15/2014
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S
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35692
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D
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$0.00
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0
(3)
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I
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See Footnotes
(3)
(5)
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Common Stock
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12/15/2014
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S
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26769
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D
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$0.00
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0
(4)
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I
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See Footnotes
(4)
(5)
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Common Stock
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12/16/2014
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S
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339018
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D
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$0.00
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0
(1)
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I
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See Footnotes
(1)
(5)
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Common Stock
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12/16/2014
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S
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93230
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D
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$0.00
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0
(2)
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I
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See Footnotes
(2)
(5)
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Common Stock
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12/16/2014
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S
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67804
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D
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$0.00
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0
(3)
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I
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See Footnotes
(3)
(5)
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Common Stock
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12/16/2014
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S
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50853
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D
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$0.00
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0
(4)
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I
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See Footnotes
(4)
(5)
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Common Stock
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12/11/2014
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C
(7)
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2218020
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A
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(7)
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0
(6)
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I
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See Footnotes
(5)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series E Convertible Preferred Stock
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(6)
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12/16/2014
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C
(7)
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110901
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(7)
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(7)
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Common Stock
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2218020
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(7)
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0
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I
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See Footnotes
(6)
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Explanation of Responses:
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(
1)
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Shares sold by Pillar Pharmaceuticals I, L.P. ("Pillar I"), of which Pillar Invest Corporation ("Pillar GP") is the general partner. Pillar GP disclaims Section 16 beneficial ownership of the securities beneficially owned by Pillar I and this report shall not be deemed an admission that Pillar GP is the Section 16 beneficial owner of any such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its ownership interest in Pillar I. As of the date hereof, Pillar I owns directly 2,969,838 shares of common stock of the Issuer.
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(
2)
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Shares sold by Pillar Pharmaceuticals II, L.P. ("Pillar II"), of which Pillar GP is the general partner. Pillar GP disclaims Section 16 beneficial ownership of the securities beneficially owned by Pillar II and this report shall not be deemed an admission that Pillar GP is the Section 16 beneficial owner of any such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its ownership interest in Pillar II. As of the date hereof, Pillar II owns directly 6,782,085 shares of common stock of the Issuer.
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(
3)
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Shares sold by Pillar Pharmaceuticals III, L.P. ("Pillar III"), of which Pillar GP is the general partner. Pillar GP disclaims Section 16 beneficial ownership of the securities beneficially owned by Pillar III and this report shall not be deemed an admission that Pillar GP is the Section 16 beneficial owner of any such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its ownership interest in Pillar III. As of the date hereof, Pillar III owns directly 2,219,581 shares of common stock of the Issuer.
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(
4)
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Shares sold by Pillar Pharmaceuticals IV, L.P. ("Pillar IV"), of which Pillar GP is the general partner. Pillar GP disclaims Section 16 beneficial ownership of the securities beneficially owned by Pillar IV and this report shall not be deemed an admission that Pillar GP is the Section 16 beneficial owner of any such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its ownership interest in Pillar IV. As of the date hereof, Pillar IV owns directly 559,847 shares of common stock of the Issuer.
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(
5)
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Youssef El Zein is a director and controlling stockholder of Pillar GP and serves as the representative of a Pillar I, Pillar II, Pillar III, Pillar IV and Pillar GP on the Issuer's board of directors. Mr. El Zein disclaims Section 16 beneficial ownership of the securities beneficially owned by Pillar I, Pillar II, Pillar III, Pillar IV and Besancon and this report shall not be deemed an admission that he is the beneficial owners of any such securities, except to the extent of his pecuniary interest therein, if any, by virtue of his ownership interest in Pillar GP. As of the date hereof, Mr. El Zein owns directly 486,101 shares of common stock of the Issuer.
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(
6)
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Shares of Common Stock are held directly by Participations Besancon ("Besancon"), a fund advised by Pillar GP. Pillar GP disclaims Section 16 beneficial ownership of the Besancon Common Stock and this report shall not be deemed an admission that Pillar GP is the beneficial owner of any such securities, except to the extent of its pecuniary interest therein, if any, resulting from fees payable to Pillar GP in its capacity as investment advisor to Besancon. As of the date hereof, Besancon owns directly 5,657,953 shares of common stock of the Issuer.
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(
7)
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On December 16, 2014, Besancon converted 110,901 shares of Series E Convertible Preferred Stock, on a 1-for-20 basis, into 2,218,020 shares of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Pillar Invest Corp
C/O IDERA PHARMACEUTICALS, INC.
167 SIDNEY STREET
CAMBRIDGE, MA 02139
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X
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X
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Pillar Pharmaceuticals I LP
PILLAR INVEST OFFSHORE SAL, STARCO CTR,
BLOC B, 3RD FLOOR, OMAR DAOUK STREET
BEIRUT, M8 2020-3313
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X
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X
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Pillar Pharmaceuticals II, L.P.
PILLAR INVEST OFFSHORE SAL, STARCO CTR
BLOC B, 3RD FLOOR, OMAR DAOUK STREET
BEIRUT, M8 2020-3313
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X
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X
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Pillar Pharmaceuticals III, L.P.
PILLAR INVEST OFFSHORE SAL STARCO CTR
BLOC B, 3RD FLOOR OMAR DAOUK STREET
BEIRUT, M8 2020-3313
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X
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X
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Pillar Pharmaceuticals IV, L.P.
PILLAR INVEST OFFSHORE SAL STARCO CTR
BLOC B, 3RD FLOOR, OMAR DAOUK STREET
BEIRUT, M8 2020-3313
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X
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X
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ZEIN YOUSSEF EL
C/O IDERA PHARMACEUTICALS, INC.
167 SIDNEY STREET
CAMBRIDGE, MA 02139
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X
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X
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Signatures
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/s/ Youssef El Zein, Authorized Person
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12/16/2014
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**
Signature of Reporting Person
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Date
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/s/ Youssef El Zein
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12/16/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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