FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2012 |
3. Issuer Name and Ticker or Trading Symbol
IDERA PHARMACEUTICALS, INC. [ IDRA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option | 02/09/2013(1)(2) | 11/09/2022 | Common Stock | 30,000 | 0.69 | D | |
Warrants | 11/09/2012 | 11/09/2017 | Common Stock | 8,484,840 | 0.7 | I | See Footnote(3) |
Series E Convertible Preferred Stock | (4) | (4) | Common Stock | 424,242 | 0(4) | I | See Footnote(3) |
Explanation of Responses: |
1. On November 9, 2012, Pillar Pharmaceuticals II, L.P. ("Pillar II"), of which Pillar Invest Corporation ("Pillar GP") is the general partner, acquired 313,341 shares of Series E Convertible Preferred Stock and warrants to purchase up to 6,266,820 shares of common stock (the "Pillar II Shares") of Idera Pharmaceuticals, Inc. (the "Company"). In addition, on November 9, 2012, Participations Besancon ("Besancon"), a fund advised by Pillar GP, acquired 110,901 shares of Series E Convertible Preferred Stock and Series E Warrants representing 2,218,020 shares of common stock held directly by Besancon (the "Besancon Shares"). The foregoing transactions are referred to herein as the "Transactions." (Continued in Footnote 2) |
2. (continued from Footnote 1) In connection with the Transactions, the reporting person was elected to the Company's board of directors, effective immediately following the closing of the Transactions, and was granted the stock option that vests in twelve equal quarterly installments over three years, beginning on February 9, 2013. |
3. The reporting person disclaims Section 16 beneficial ownership of the Pillar II Shares and the Besancon Shares and this report shall not be deemed an admission that he is the beneficial owner of any such securities, except to the extent of his pecuniary interest therein, if any, by virtue of his ownership interest in Pillar GP. |
4. The Series E Convertible Preferred Stock is convertible at any time, at the holder's election, on a 1-for-20 basis (subject to adjustment and certain other limitations on conversion), into shares of Common Stock and does not have an expiration date. |
/s Abdul-Wahab Umari | 11/19/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |