Form 4 IDERA PHARMACEUTICALS, For: Sep 28 Filed by: Kraus Carl N

September 30, 2022 9:49 PM EDT

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *
Kraus Carl N

(Last) (First) (Middle)

EXTON PA 19341

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
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
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
Options (Right to Buy) $ 12.28 09/28/2022   A (1)   651,364     (2) 02/09/2032 Common Stock 651,364 (3) 651,364 D  
Options (Right to Buy) $ 12,280 09/28/2022   A (1)   6,843     (2) 02/09/2032 Series Z Preferred Stock 6,843 (3) 6,843 D  
Series Z Preferred Stock (4) 09/28/2022   A (1)   6,843     (4)   (4) Common Stock 6,843,000 (1) 6,843 D  
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger by and between Idera Pharmaceuticals, Inc. ("Idera") and Aceragen, Inc. ("Aceragen"), dated September 28, 2022 (the "Merger Agreement"), Aceragen merged with and became a wholly-owned subsidiary of Idera (the "Merger"). Shares of Aceragen common stock convertible into shares of common stock of Idera, par value $0.001 per share ("Common Stock") and shares of the Idera Series Z Non-Voting Convertible Preferred Stock, par value $0.01 ("Series Z Preferred Stock").
2. The option vests 25% on October 25, 2022, and then in equal monthly installments over the following 3 years, subject to the Reporting Person's continued service to Issuer through each vesting date.
3. Pursuant to the Merger Agreement, the Reporting Person received Idera options for 651,364 shares of Common Stock and options for 6,843 shares of Series Z Preferred Stock options in exchange for 300,000 Aceragen options.
4. 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 into 1,000 shares of Common Stock, at any time at the option of the holder thereof, subject to certain limitations (represents Series Z Preferred Stock options issuable upon the exercise of the Series Z Stock options reported above).
/s/ John J. Kirby, Attorney-in-Fact for Carl N. Kraus 09/30/2022
** 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.

Serious News for Serious Traders! Try Premium Free!

You May Also Be Interested In

Related Categories

SEC Filings