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 |
|
|||||||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
IMMUNE RESPONSE CORP [ IMNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/10/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock, par value $.0025 per share | 06/10/2003 | P | 629,754 | A | 3.5733 | 3,408,088(1) | I | See Note(2) | ||
Common Stock, par value $.0025 per share | 06/10/2003 | P | 611,878 | A | 3.6082 | 4,019,966(1) | I | See Note(2) | ||
Common Stock, par value $.0025 per share | 06/10/2003 | P | 371,940 | A | 1.457 | 4,391,906(1) | I | See Note(2) |
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 | ||||||||
8% Convertible Debenture due 2005 | 3.5733 | 06/10/2003 | C | 0(3)(4) | 11/09/2001(6) | 06/10/2003(6) | Common Stock | 0(3)(4) | $0(3)(4) | 23,168,575(5) | I | See Note(3)(4) | |||
8% Convertible Debenture due 2005 | 3.6082 | 06/10/2003 | C | 0(3)(4) | 02/14/2002(6) | 06/10/2003(6) | Common Stock | 0(3)(4) | $0(3)(4) | 22,556,697(5) | I | See Note(3)(4) | |||
8% Convertible Debenture due 2005 | 1.47 | 06/10/2003 | C | 0(3)(4) | 05/03/2002(6) | 06/10/2003(6) | Common Stock | 0(3)(4) | $0(3)(4) | 22,184,757(5) | I | See Note(3)(4) | |||
8% Convertible Debenture due 2005 | 1.457 | 06/10/2003 | P | 2,611,709 | 06/10/2003 | 06/10/2005 | Common Stock | 2,611,709 | $3,805,260(3)(4) | 24,796,466(5) | I | See Note(3)(4) |
Explanation of Responses: |
1. This number does not include the number from column 9 in table II. |
2. 8,750 shares of stock are held by the reporting person's spouse. 4,000 shares of common stock are held by Kimberlin Family Partners, L.P., a Colorado limited partnership, of which the reporting person is the general partner. 448,717 shares of common stock are held by Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("KKP"), of which the general partner is KKP Management LLC, of which the reporting person is the managing member. 3,873,460 shares of common stock are held by Cheshire Associates LLC, of which the reporting person is a related party. |
3. On June 10, 2003, Cheshire Associates LLC, of which the reporting person is a related party, converted (a) the $2,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated November 9, 2001, issued by the Company to KKP and subsequently contributed to Cheshire Associates LLC, plus accrued interest thereon, into 629,754 shares of common stock, (b) the $2,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated February 14, 2002, issued by the Company to the Oshkim Limited Partnership ("Oshkim"), of which the reporting person is a related party, and subsequently contributed to Cheshire Associates LLC, plus accrued interest thereon, into 611,878 shares of common stock and (c) $541,917.81 of the principal amount of the 8% Convertible Secured Promissory Note, dated May 3, 2002, issued by the Company to Oshkim and subsequently contributed to Cheshire Associates LLC, into 371,940 shares of common stock. |
4. On June 10, 2003, Cheshire Associates LLC also purchased a promissory note initially convertible into 2,611,709 shares of the Issuer's common stock. Such note was issued in consideration for the partial conversion and subsequent cancellation of the 8% Convertible Secured Promissory Note, dated May 3, 2002. |
5. This number includes the number of shares of the Issuer's common stock underlying options, convertible notes and warrants held by the reporting person or related parties of the reporting person. |
6. This convertible secured promissory note has been converted. |
/s/ Kevin B. Kimberlin | 06/16/2003 | |
** 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. |