Ronald J Wooten Form 4 IDERA PHARMACEUTICALS / RONALD J WOOTEN ownership change

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^*

WOOTEN RONALD J

(Last) (First) (Middle)

C/O IDERA PHARMACEUTICALS, INC.

505 EAGLEVIEW BLVD.

(Street)

EXTON PA 19341

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2022

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Series X Preferred Stock	09/28/2022		J(1)		5	A	(1)	5	I(2)	NovaQuest Co-Investment Fund XV, L.P.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$0.46	09/28/2022		J(3)		1,343,547		09/28/2022	03/23/2031	Common Stock	1,343,547	(3)	1,343,547	I(2)	NovaQuest Co-Investment Fund XV, L.P.
Warrants	$460	09/28/2022		J(3)		14,115		09/28/2022	03/23/2031	Series Z Preferred Stock	14,115	(3)	14,115	I(2)	NovaQuest Co-Investment Fund XV, L.P.
Series Z Preferred Stock(4)	(5)	09/28/2022		J(3)		14,115		(5)	(5)	Common Stock	14,115,000	(5)	14,115	I(2)	NovaQuest Co-Investment Fund XV, L.P.

Explanation of Responses:

1. On September 28, 2022, Idera Pharmaceuticals, Inc. ("Idera") completed its merger ("Merger") with Aceragen, Inc. ("Aceragen"), in accordance with the terms of that certain Agreement and Plan of Merger, dated September 28, 2022 (the "Merger Agreement"). In connection with the Merger, NovaQuest Co-Investment Fund XV, L.P. ("NovaQuest") received five shares of the Issuer's non-voting, non-convertible Series X Preferred Stock in exchange for five shares of Aceragen Series X Preferred Stock.

2. NQ POF V GP, Ltd. ("NovaQuest GP") has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. The Reporting Person is a member of the investment committee NovaQuest GP. The Reporting Person disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

3. Pursuant to the Merger Agreement, NovaQuest received Idera warrants for 1,343,547 shares of common stock of Idera, par value $0.001 ("Common Stock") and warrants for 14,115 shares of Series Z Non-Voting Convertible Preferred Stock, par value $0.01 ("Series Z Preferred Stock"), in exchange for a warrant to purchase 618,800 shares of Aceragen common stock.

4. Represents Series Z Preferred Stock issuable upon the exercise of the Series Z Preferred Stock warrants reported above.

5. Contingent upon stockholder approval of the conversion of Series Z Preferred Stock into shares of Common Stock, each share of Series Z Preferred Stock is convertible 1,000 shares of Common Stock, at any time at the option of the holder thereof, subject to certain limitations.

	/s/ John J. Kirby, Attorney-in-Fact for Ronald J. Wooten	09/30/2022
	** Signature of Reporting Person	Date
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