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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IDERA PHARMACEUTICALS, INC. [ IDRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/20/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
Common Stock | 01/20/2021 | X | 643,525 | A | $0.01 | 1,931,893 | I | By Pillar Pharmaceuticals 6, L.P. See Footnotes(2)(4) | ||
Common Stock | 03/18/2021 | S | 1,376,039 | A | $1.7985(1) | 4,121,599 | I | By Pillar Partners Foundation, L.P. See Footnotes(1)(2) | ||
Common Stock | 03/18/2021 | S | 323,726 | A | $1.7985(1) | 1,608,167 | I | By Pillar Pharmaceuticals 6, L.P.(1)(2) | ||
Common Stock | 03/26/2021 | X | 1,611,634 | A | $0.01 | 5,733,233 | I | By Pillar Partners Foundation, L.P. See Footnotes(2)(3) | ||
Common Stock | 03/26/2021 | X | 884,175 | A | $0.01 | 2,492,342 | I | By Pillar Pharmaceuticals 6, L.P. See Footnotes(2)(3) | ||
Common Stock | 386,110 | I | By Abude Umari See Footnotes(2)(5)(6) | |||||||
Common Stock | 26,308 | I | By Youssef El Zein See Footnotes(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Prefunded Warrants | $0.01 | 01/20/2021 | X | 643,525 | 12/11/2020 | (7) | Common Stock | 643,525 | $0.01 | 643,525 | I | By Pillar Pharmaceuticals 6, L.P. See Footnote(4) | |||
Prefunded Warrants | $0.01 | 03/26/2021 | X | 1,611,634 | 12/11/2020 | (7) | Common Stock | 1,611,634 | $0.01 | 1,611,634 | I | By Pillar Partners Foundation, L.P. See Footnote(3) | |||
Prefunded Warrants | $0.01 | 03/26/2021 | X | 884,175 | 12/11/2020 | (7) | Common Stock | 884,175 | $0.01 | 884,175 | I | By Pillar Pharmaceuticals 6, L.P. See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share of all shares sold on this date; the actual sale prices per share range from $1.72-$1.85. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. The shares were sold to close two margin loans and the Pillar Funds do not currently have any other margin loans. |
2. Pillar Invest Corporation ("Pillar GP") is the general partner of Pillar Pharmaceuticals I, L.P., Pillar Pharmaceuticals II, L.P., Pillar Pharmaceuticals III, L.P., Pillar Pharmaceuticals IV, L.P., Pillar Pharmaceuticals V, L.P., Pillar Pharmaceuticals 6, L.P. ("Pillar 6") and Pillar Partners Foundation, L.P. (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. |
3. 1,611,634 of such warrants beneficially owned and exercised for shares of common stock by Pillar Partners, of which Pillar GP is the general partner (the "Pillar Partners Warrants") and 884,175 of such warrants exercised by Pillar 6 (the "Pillar 6 Warrants"). Pillar GP disclaims Section 16 beneficial ownership of the Pillar Partners Warrants and the Pillar 6 Warrants and the common stock underlying such warrants 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 Partners Warrants or Pillar 6 Warrants. |
4. 643,525 of such warrants exercised by Pillar 6 (the "Pillar 6 January Warrants"). Pillar GP disclaims Section 16 beneficial ownership of the Pillar 6 January Warrants and the common stock underlying such warrants 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 6 January Warrants. |
5. On March 4, 2021, Pillar 6 distributed in-kind, without consideration, 187,600 shares of Common Stock to Abude Umari, in accordance with his pro rata interest in Pillar 6. This distribution was made in accordance with the exemptions under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
6. Includes the shares received by Mr. Umari in the distribution reported in footnote (5). |
7. The Pre-funded warrants have no expiration date. |
Remarks: |
Pillar Invest Corporation, /s/ Youssef El Zein, Authorized Person | 03/31/2021 | |
Pillar Partners Foundation, L.P., /s/ Youssef El Zein, Authorized Person | 03/31/2021 | |
Pillar Pharmaceuticals, 6, L.P., /s/ Youssef El Zein, Authorized Person | 03/31/2021 | |
/s/ Abude Umari | 03/31/2021 | |
/s/ Youssef El Zein | 03/31/2021 | |
** 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 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). | ||
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. |