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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK ASSOCIATES

30 ROCKEFELLER PLAZA, ROOM 5508

(Street)

NEW YORK

10112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coley Pharmaceutical Group, Inc. [ COLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2005

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)
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	08/15/2005		C		312,945	A	⁽¹⁾	312,945	I	By Fund⁽²⁾
Common Stock	08/15/2005		C		141,022	A	⁽³⁾	453,967	I	By Fund⁽²⁾
Common Stock	08/15/2005		C		1,390,866	A	⁽¹⁾	1,390,866	I	By Fund⁽⁴⁾
Common Stock	08/15/2005		C		626,764	A	⁽³⁾	2,017,630	I	By Fund⁽⁴⁾
Common Stock	08/15/2005		C		34,771	A	⁽¹⁾	34,771	I	By Fund⁽⁵⁾
Common Stock	08/15/2005		C		15,668	A	⁽³⁾	50,439	I	By Fund⁽⁵⁾

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)
Series F Convertible Preferred Stock	⁽¹⁾	08/15/2005		C			1,239,889	⁽⁶⁾	⁽⁶⁾	Common Stock	312,945	⁽⁷⁾	0	I	By Fund⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	08/15/2005		C			5,510,611	⁽⁶⁾	⁽⁶⁾	Common Stock	1,390,866	⁽⁷⁾	0	I	By Fund⁽⁴⁾
Series F Convertible Preferred Stock	⁽¹⁾	08/15/2005		C			137,765	⁽⁶⁾	⁽⁶⁾	Common Stock	34,771	⁽⁷⁾	0	I	By Fund⁽⁵⁾
Series G Convertible Preferred Stock	⁽³⁾	08/15/2005		C			645,881	⁽⁶⁾	⁽⁶⁾	Common Stock	141,022	⁽⁷⁾	0	I	By Fund⁽²⁾
Series G Convertible Preferred Stock	⁽³⁾	08/15/2005		C			2,870,582	⁽⁶⁾	⁽⁶⁾	Common Stock	626,764	⁽⁷⁾	0	I	By Fund⁽⁴⁾
Series G Convertible Preferred Stock	⁽³⁾	08/15/2005		C			71,764	⁽⁶⁾	⁽⁶⁾	Common Stock	15,668	⁽⁷⁾	0	I	By Fund⁽⁵⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of Series F Convertible Preferred Stock was automatically converted into 0.2523979 shares of the Issuer's Common Stock.

2. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

3. Upon the closing of the Issuer's initial public offering, each share of Series G Convertible Preferred Stock was automatically converted into 0.2183406 shares of the Issuer's Common Stock.

4. Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

5. Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Anthony B. Evnin is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

6. Shares of Preferred Stock were convertible into Common Stock at any time and had no expiration date. All outstanding shares of Preferred Stock were automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering.

7. Not applicable.

Remarks:

	Anthony B. Evnin	08/16/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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