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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK SECURITIES INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNE RESPONSE CORP [ IMNR ]

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)
04/29/2005

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	04/29/2005		C		1,006,986	A	$1.457	8,061,224	I	See Notes⁽¹⁾⁽⁹⁾⁽¹⁰⁾

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)
8% Convertible Debenture due 2005 (issued 7/7/2003)	$1.457	04/29/2005		C			1,006,986	⁽¹²⁾	⁽¹³⁾	Common Stock	1,006,986	$0	23,434,063⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽¹⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2005 (issued 11/12/2002)	$1.0305	04/29/2005		H			4,704,131	⁽¹²⁾	⁽¹³⁾	Common Stock	4,704,131	$0	18,729,932⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽²⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2005 (issued 11/15/2002)	$1.0328	04/29/2005		H			193,648	⁽¹²⁾	⁽¹³⁾	Common Stock	193,648	$0	18,536,284⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2005 (issued 11/20/2002)	$0.9871	04/29/2005		H			202,613	⁽¹²⁾	⁽¹³⁾	Common Stock	202,613	$0	18,333,671⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2005 (issued 11/27/2002)	$0.7891	04/29/2005		H			272,462	⁽¹²⁾	⁽¹³⁾	Common Stock	272,462	$0	18,061,209⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2005 (issued 12/10/2002)	$1.2789	04/29/2005		H			217,624	⁽¹²⁾	⁽¹³⁾	Common Stock	217,624	$0	17,843,585⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
8% Convertible Debenture due 2007	$0.7	04/29/2005		P		$5,740,928		⁽¹⁴⁾	05/31/2007	Common Stock	8,201,325	$5,740,928	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 5/3/2002	$1.7713	04/29/2005		H			2,822,784	⁽¹²⁾	⁽¹³⁾	Common Stock	2,822,784	$0	23,222,160⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 5/3/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	05/03/2012	Common Stock	2,822,784	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/12/2002	$1.2397	04/29/2005		H			4,887,883	⁽¹²⁾	⁽¹³⁾	Common Stock	4,887,883	$0	21,157,027⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/12/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	11/12/2012	Common Stock	4,887,883	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/15/2002	$1.2426	04/29/2005		H			201,191	⁽¹²⁾	⁽¹³⁾	Common Stock	201,191	$0	25,843,719⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/15/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	11/15/2012	Common Stock	201,191	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/20/2002	$1.1855	04/29/2005		H			210,881	⁽¹²⁾	⁽¹³⁾	Common Stock	210,881	$0	25,834,029⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/20/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	11/20/2012	Common Stock	210,881	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/27/2002	$0.9379	04/29/2005		H			286,544	⁽¹²⁾	⁽¹³⁾	Common Stock	286,544	$0	25,758,366⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 11/27/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	11/27/2012	Common Stock	286,544	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 12/10/2002	$1.5502	04/29/2005		H			224,422	⁽¹²⁾	⁽¹³⁾	Common Stock	224,422	$0	25,820,488⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrant issued 12/10/2002	$0.7	04/29/2005		P		0⁽⁸⁾		⁽¹⁴⁾	12/10/2012	Common Stock	224,422	⁽⁸⁾	26,044,910⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	I	See Notes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. On April 29, 2005, Cheshire Associates LLC ("Cheshire"), a related party of the reporting person, converted the $1,467,178 principal amount of the 8% Convertible Secured Promissory Note, dated July 7, 2003, issued by the Issuer to Cheshire (which note is a successor to a note issued on May 3, 2002) into 1,006,986 shares of the Issuer's common stock.

2. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $4,847,608 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 12, 2002.

3. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 15, 2002.

4. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 20, 2002.

5. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $215,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 27, 2002.

6. On April 29, 2005, Cheshire acquired a $5,740,928 promissory note initially convertible into 8,201,325 shares of the Issuer's common stock ($.0.70 per share). Such note was issued in part as consideration for the cancellation and surrender of the $278,320 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on December 10, 2002.

7. On April 29, 2005, Cheshire entered into a Note Exchange Agreement with the Issuer whereby Cheshire, in exchange for the issuance of a $5,740,928 8% 2007 Mortgage Note, agreed to the cancellation of the following promissory notes: (i) the $4,847,608 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 12, 2002; (ii) the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 15, 2002; (iii) the $200,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 20, 2002; (iv) the $215,000 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on November 27, 2002; and (v) the $278,320 8% Convertible Secured Promissory Note issued by the Issuer in favor of Cheshire on December 10, 2002. The 2007 Mortgage Note is initially convertible into 8,201,325 shares of the Issuer's common stock.

8. On April 29, 2005, Cheshire entered into a Note Exchange Agreement with the Issuer pursuant to which the respective exercise prices for each of the warrants issued on May 3, 2002, November 12, 2002, November 15, 2002, November 20, 2002, November 27, 2002 and December 10, 2002 (collectively, the "Warrants") were reduced to $0.70 per share of common stock; however, the number of shares of common stock for which the Warrants are exercisable was not increased as a result of these adjustments to the exercise price. The Warrants previously had a weighted average exercise price of $1.41 per share. The Warrants are currently exercisable for an aggregate of 8,633,705 shares of the Issuer's common stock.

9. This number includes the number of shares of the Issuer's common stock underlying options, a convertible note and warrants held by the reporting person or related parties of the reporting person, including 102,857 shares of common stock underlying the Class B warrants held by Spencer Trask Illumination Fund LLC (the "Fund"). The reporting person is the 100% owner of the entity that is a 100% ower of the manager of the Fund.

10. The reporting person disclaims beneficial ownership of the 102,857 shares of the Issuer's common stock underlying the Class B warrants held by the Fund, except to the extent of the reporting person's pecuniary interest therein. In filing this Form 4 and reporting the information contained herein, the undersigned is not admitting to or conceding beneficial ownership of the 102,857 shares of the Issuer's common stock pursuant to Sections 13(d) or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder. The reporting person is filing this Form 4 because the transactions reported above in notes (1) through (8) above may be deemed acquisitions for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, although such transactions were exempt from Section 16(b) thereof pursuant to Rule 16b-3 thereunder.

11. This number includes the number of shares of the Issuer's common stock underlying the Series A Convertible Preferred Stock. Each share of Series A Preferred Stock was initially convertible into four shares of the Company's common stock. The Series A Preferred Stock conversion ratio adjusts quarterly over a three-year period commencing on July 7, 2004, up to a maximum of 12 shares of common stock, and also adjusts due to anti-dilution protection. The Series A Preferred Stock conversion ratio as of Aprl 29, 2005 was eight. Each share of Series A Convertible Preferred Stock votes together with the common stock and is entitled to a number of votes equal to 75% of the number of shares into which the Series A Convertible Preferred Stock was initially convertible.

12. Cancelled.

13. N/A.

14. Immediately.

	/s/ Kevin B. Kimberlin	06/10/2005
	** Signature of Reporting Person	Date
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