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)

(Street)

(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)
06/10/2003

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, 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)
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	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
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