SEC Filing | Aceragen, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pillar Invest Corp

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IDERA PHARMACEUTICALS, INC. [ IDRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2020		P⁽¹⁾⁽²⁾		69,941	A	$1.82	5,497,638	I	By Pillar Partners Foundation, L.P. See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock								1,288,368	I	By Pillar Pharmaceuticals 6, L.P. See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock								26,308	I	By Youssef El Zein See Footnote⁽³⁾
Common Stock								198,510	I	By Abude Umari See Footnotes⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Prefunded Warrants	⁽⁴⁾⁽⁵⁾	12/11/2020		P		1,143,428		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	1,143,428	$0.00	1,143,428	I	By Pillar Partners Foundation, L.P. See Footnote⁽¹⁾⁽²⁾⁽³⁾
Prefunded Warrants	⁽⁴⁾⁽⁵⁾	12/11/2020		P		1,533,883		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	1,533,883	$0.00	1,533,883	I	By Pillar Pharmaceuticals 6, L.P. See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Warrants	⁽⁶⁾⁽⁷⁾	12/11/2020		P		606,885		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	606,885	$0.00	606,885	I	By Pillar Partners Foundation, L.P. See Footnote⁽¹⁾⁽²⁾⁽³⁾
Common Warrants	⁽⁶⁾⁽⁷⁾	12/11/2020		P		766,941		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	766,941	$0.00	766,941	I	By Pillar Pharmaceuticals 6, L.P. See Footnotes⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Pillar Invest Corp

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pillar Partners Foundation, L.P.

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pillar Pharmaceuticals 6, L.P.

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Umari Abude

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZEIN YOUSSEF EL

(Last)

(First)

(Middle)

PILLAR INVEST OFFSHORE SAL STARCO CTR,

BLOC B, 3RD FLOOR, OMAR DAOUK STREET

(Street)

BEIRUT

2020-3313

(City)

(State)

(Zip)

Explanation of Responses:

1. On April 7, 2020, Idera Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Pillar Partners Foundation, L.P. ("Pillar Foundation") providing for the sale of securities in two closings exempt from the registration requirements of the Securities Act of 1933, as amended. On December 11, 2020, the Company entered into an amendment (the "Amendment") to the Securities Purchase Agreement and the Registration Rights Agreement, dated April 7, 2020, with Pillar Foundation (the "Registration Rights Agreement") and Pillar Pharmaceuticals 6, L.P. ("Pillar 6" and, collectively with Pillar Foundation, the "Purchasers"), principally to enable Pillar 6 to participate in the Second Closing (as defined below). Pursuant to the Stock Purchase Agreement and Amendment, on December 11, 2020, the Company issued and sold to the Purchasers, for $5.0 million of aggregate consideration (the "Second Closing"),

2. (Continued from footnote 1) (i) 69,941 shares of Common Stock ("Second Closing Shares"), (ii) pre-funded warrants to purchase up to 2,677,311 shares of Common Stock ("Second Closing Pre-Funded Warrants"), and (iii) common warrants to purchase up to 1,373,626 shares of Common Stock ("Second Closing Common Warrants"). Each Second Closing Share and the associated 0.5 Second Closing Common Warrant had a combined purchase price of $1.82 and each Pre-Funded Warrant and the 0.5 associated Second Closing Common Warrant had a combined purchase price of $1.81. Each combined purchase price included $0.125 for each share of Common Stock underlying each Second Closing Common Warrant.

3. Pillar Invest Corporation ("Pillar GP") is the general partner of Pillar 6 and Pillar Foundation (collectively, the "Pillar Funds"). Youssef El Zein and Abude Umari are directors of Pillar GP. Each of Pillar GP, Mr. El Zein and Mr. Umari disclaims Section 16 beneficial ownership of the securities beneficially owned by the Pillar Funds and this report shall not be deemed an admission that any of Pillar GP, Mr. El Zein or Mr. Umari is the Section 16 beneficial owner of any such securities, except to the extent of its or his pecuniary interest therein, if any, by virtue of its or his ownership interest in the Pillar Funds or Pillar GP, as applicable.

4. The exercise price of each Prefunded Warrant is $0.01 per Share, subject to adjustment pursuant to the terms of the Prefunded Warrants.

5. The Pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation").

6. The exercise price of each Common Warrant is $2.71 per share, subject to adjustment pursuant to the terms of the Common Warrants.

7. The Common Warrants are currently exercisable; provided, however, that the Common Warrants are subject to the Beneficial Ownership Limitation. The Common Warrants expire 3 years following their issuance date.

Remarks:

	Pillar Invest Corporation, /s/ Youssef El Zein, Authorized Person	12/15/2020
	Pillar Partners Foundation, L.P., /s/ Youssef El Zein, Authorized Person	12/15/2020
	Pillar Pharmaceuticals, 6, L.P., /s/ Youssef El Zein, Authorized Person	12/15/2020
	/s/ Abude Umari	12/15/2020
	/s/ Youssef El Zein	12/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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