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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $ 0.61 | 05/07/2013 | A | 1,000,000 | 05/07/2013 | 05/07/2018 | Common Stock | 1,000,000 | $ 0 | 0 (1) | I | See Footnote (1) (4) | |||
| Warrants | $ 0.79 | 05/07/2013 | A | 575,758 | 05/07/2013 | 06/01/2014 | Common Stock | 575,758 | $ 0 | 0 (1) | I | See Footnote (1) (4) | |||
| Warrants | $ 0.79 | 05/07/2013 | A | 313,341 | 05/07/2013 | 06/01/2014 | Common Stock | 313,341 | $ 0 | 0 (2) | I | See Footnote (2) (4) | |||
| Warrants | $ 0.79 | 05/07/2013 | A | 110,901 | 05/07/2013 | 06/01/2014 | Common Stock | 110,901 | $ 0 | 0 (3) | I | See Footnote (3) (4) | |||
| Warrants | $ 0.47 | 05/07/2013 | P | 2,600,000 | 05/07/2013 | 05/07/2018 | Common Stock | 2,600,000 | $ 0 | 0 (4) | I | See Footnote (4) (5) | |||
| Warrants | $ 0.47 | 05/07/2013 | P | 2,400,000 | 05/07/2013 | 05/07/2018 | Common Stock | 2,400,000 | $ 0 | 0 (6) | I | See Footnote (4) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Pillar Invest Corp C/O IDERA PHARMACEUTICALS, INC. 167 SIDNEY STREET CAMBRIDGE, MA 02139 |
X | X | ||
| Pillar Pharmaceuticals I LP PILLAR INVEST OFFSHORE SAL, STARKO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT, M8 2020-3313 |
X | X | ||
| Pillar Pharmaceuticals II, L.P. PILLAR INVEST OFFSHORE SAL, STARKO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT, M8 2020-3313 |
X | X | ||
| ZEIN YOUSSEF EL PILLAR INVEST OFFSHORE SAL, STARKO CTR, BLOC B, 3RD FLOOR, OMAR DAOUK STREET BEIRUT, M8 2020-3313 |
X | X | ||
| Pillar Invest Corporation, /s/ Youssef El Zein, Authorized Person | 05/17/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Youssef El Zein | 05/17/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On May 7, 2013, upon the consummation of a public offering of the Issuer (the "Offering"), Pillar Pharmaceuticals I, L.P. ("Pillar I"), of which Pillar Invest Corporation ("Pillar GP") is the general partner, acquired, directly from the Issuer, warrants to purchase up to 1,575,758 shares of common stock (the "Pillar I Shares") of the Issuer. Pillar GP disclaims Section 16 beneficial ownership of the Pillar I Shares 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. |
| (2) | On May 7, 2013, upon the consummation of the Offering, Pillar Pharmaceuticals II, L.P. ("Pillar II"), of which Pillar GP is the general partner, acquired, directly from the Issuer, warrants to purchase up to 313,341 shares of common stock (the "Pillar II Shares") of the Issuer. Pillar GP disclaims Section 16 beneficial ownership of the Pillar II Shares 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. |
| (3) | On May 7, 2013, upon the consummation of the Offering, Participations Besancon ("Besancon"), a fund advised by Pillar GP, acquired, directly from the Issuer, warrants to purchase up to 110,901 shares of common stock (the "Besancon Warrants"). Pillar GP disclaims Section 16 beneficial ownership of the Besancon Warrants 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. |
| (4) | 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 and Pillar GP on the Issuer's board of directors. Mr. El Zein disclaims Section 16 beneficial ownership of the Pillar I Shares, Pillar II Shares, Pillar III Shares, Besancon Warrants and Besancon Shares 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 586,101 shares of common stock of the Issuer. |
| (5) | On May 7, 2013, upon the consummation of the Offering, Pillar Pharmaceuticals III, L.P. ("Pillar III"), of which Pillar GP is the general partner, acquired, in the Offering, 2,600,000 shares of common stock and warrants to purchase up to 2,600,000 shares of common stock (the "Pillar III Shares") of the Issuer. Pillar GP disclaims Section 16 beneficial ownership of the Pillar III Shares 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 2,600,000 shares of common stock of the Issuer. |
| (6) | On May 7, 2013, upon the consummation of the Offering, Besancon acquired, in the Offering, 2,400,000 shares of common stock and warrants to purchase up to 2,400,000 shares of common stock (the "Besancon Shares"). Pillar GP also disclaims Section 16 beneficial ownership of the Besancon Shares 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 2,400,000 shares of common stock of the Issuer. |