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^*

Karobath Manfred E

(Last)

(First)

(Middle)

C/O COLEY PHARMACEUTICAL GROUP, INC.

93 WORCESTER STREET, SUITE 101

(Street)

WELLESLEY

02481

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

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2008

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 - $.01 par value	01/04/2008		U		135,783	D	⁽¹⁾	0	D

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)
Stock Option (Right to Buy)	$1.15	01/04/2008		U			3,753	⁽²⁾	11/22/2014	Common Stock	3,753	⁽³⁾	0	D
Stock Option (Right to Buy)	$1.15	01/04/2008		U			4,549	⁽²⁾	10/02/2013	Common Stock	4,549	⁽⁴⁾	0	D
Stock Warrant (Right to Buy)	$5.64	01/04/2008		U			11,358	⁽⁵⁾	08/19/2010	Common Stock	11,358	⁽⁶⁾	0	D

Explanation of Responses:

1. 135,783 shares of Coley Pharmaceutical Group, Inc. ("Coley") common stock disposed of pursuant to a merger agreement between Pfizer Inc. and Coley (the "merger Agreement") for $8 per share in accordance with the terms of the Merger Agreement.

2. One quarter of the options vest on the first anniversary of the grant date and the remainder of such options vest monthly thereafter on a pro rata basis over the following three years.

3. These options were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $25,708, representing the difference between the exercise price of the options and the market value of the underlying Coley common stock on the date of the merger ($8 per share).

4. These options were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $31,161, representing the difference between the exercise price of the options and the market value of the underlying Coley common stock on the date of the merger ($8 per share).

5. The warrants are exercisable immediately.

6. These warrants were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $26,839, representing the difference between the exercise price of the warrants and the market value of the underlying Coley common stock on the date of the merger ($8 per share).

	/s/ James Chicoski, Attorney in Fact	01/25/2008
	** 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).
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