SEC Form 4 · accession 0001638599-18-000337
IDERA PHARMACEUTICALS, INC. · IDRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
14159, L.P.
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Mar 15, 2018
Accepted (ET)
Mar 15, 2018 · 4:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000861838
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F5,F6,F7 | Mar 15, 2018 | M | 2,250,846 | $0.47 | A | 4,102,796 | I | See footnotes |
| Common StockF1,F3,F5,F6,F7 | Mar 15, 2018 | M | 17,626,445 | $0.47 | A | 34,193,251 | I | See footnotes |
| Common StockF1,F4,F5,F6,F7 | Mar 15, 2018 | M | 439,036 | $0.47 | A | 602,867 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (right to buy)F8,F1,F2,F7 | $0.47 | Mar 15, 2018 | M | 2,250,846 | D | May 7, 2013 | May 7, 2018 | Common Stock | 2,250,846 | 0 | I |
| Common Stock Warrant (right to buy)F8,F1,F3,F7 | $0.47 | Mar 15, 2018 | M | 17,626,445 | D | May 7, 2013 | May 7, 2018 | Common Stock | 17,626,445 | 0 | I |
| Common Stock Warrant (right to buy)F8,F1,F4,F7 | $0.47 | Mar 15, 2018 | M | 439,036 | D | May 7, 2013 | May 7, 2018 | Common Stock | 439,036 | 0 | I |
Explanation of responses
- F1On March 15, 2018, 667, L.P. ("667"), Baker Brothers Life Sciences, L.P. ("Life Sciences") and 14159, L.P. ("14159", and together with 667 and Life Sciences the "Funds") exercised a warrant to purchase 2,250,846, 17,626,445 and 439,036 shares of the common stock of Idera Pharmaceuticals, Inc. (the "Issuer") for $0.47 per share ("2018 Warrants").
- F2After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F3After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F4After giving effect to the transactions reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in column 5 of Table I directly held by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
- F5Includes beneficial ownership of 128,726 shares issued pursuant to the Stock Incentive Plan to Julian C. Baker and Kelvin M. Neu, respectively, a principal and an employee of Baker Bros. Advisors LP (the "Adviser") in lieu of director retainer fees, of which the fund may be deemed to own a portion. The shares of Common Stock are fully vested. Julian C. Baker and Dr. Neu serve on the Issuer's Board of Directors (the "Board") as representatives of the Funds . Dr. Neu also serves on the Compensation Committee of the Board for which he receives additional director retainer fees.
- F6Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Neu do not have any right to the pecuniary interest in the Issuer's securities issued in lieu of director retainer fees and the Funds are entitled to an indirect proportionate pecuniary interest in the securities issued in lieu of director fees. The Funds each own an indirect proportionate pecuniary interest in the shares of Common Stock. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock issued in lieu of director retainer fees (i.e., no direct pecuniary interest).
- F7The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F8Pursuant to Instruction 4(c)(iii), this response has been left blank.
Remarks
Remarks: Julian C. Baker and Dr. Kelvin M. Neu, respectively, a principal and an employee of Baker Bros. Advisors LP (the "Adviser") are directors of Idera Pharmaceuticals, Inc. ("the Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.