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 VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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)
02/08/2006

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)

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)
Warrant issued November 9, 2001	$1.2561	02/08/2006		J⁽¹⁾⁽²⁾			1,990,284	⁽⁴⁾	11/09/2011	Common Stock	1,990,284	⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued November 9, 2001	$0.3188	02/08/2006		J⁽¹⁾⁽²⁾		7,841,893		⁽⁴⁾	11/09/2011	Common Stock	7,841,893	$0⁽¹⁾⁽²⁾	7,841,893	I	See Note⁽³⁾
Warrant issued February 14, 2002	$0.9407	02/08/2006		J⁽¹⁾⁽²⁾			1,889,840	⁽⁴⁾	02/14/2012	Common Stock	1,889,840	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued February 14, 2002	$0.2426	02/08/2006		J⁽¹⁾⁽²⁾		7,327,998		⁽⁴⁾	02/14/2012	Common Stock	7,327,998	$0⁽¹⁾⁽²⁾	7,327,998	I	See Note⁽³⁾
Warrant issued May 3, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			8,985,669	⁽⁴⁾	05/03/2012	Common Stock	8,985,669	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued May 3, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		28,888,137		⁽⁴⁾	05/03/2012	Common Stock	28,888,137	$0⁽¹⁾⁽²⁾	28,888,137	I	See Note⁽³⁾
Warrant issued November 12, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			15,559,427	⁽⁴⁾	11/12/2012	Common Stock	15,559,427	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued November 12, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		50,022,192		⁽⁴⁾	11/12/2012	Common Stock	50,022,192	$0⁽¹⁾⁽²⁾	50,022,192	I	See Note⁽³⁾
Warrant issued November 15, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			640,444	⁽⁴⁾	11/12/2012	Common Stock	640,444	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued November 15, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		2,058,971		⁽⁴⁾	11/12/2012	Common Stock	2,058,971	$0⁽¹⁾⁽²⁾	2,058,971	I	See Note⁽³⁾
Warrant issued November 20, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			671,290	⁽⁴⁾	11/12/2012	Common Stock	671,290	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued November 20, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		2,158,138		⁽⁴⁾	11/12/2012	Common Stock	2,158,138	$0⁽¹⁾⁽²⁾	2,158,138	I	See Note⁽³⁾
Warrant issued November 27, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			912,145	⁽⁴⁾	11/12/2012	Common Stock	912,145	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued November 27, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		2,932,466		⁽⁴⁾	11/12/2012	Common Stock	2,932,466	$0⁽¹⁾⁽²⁾	2,932,466	I	See Note⁽³⁾
Warrant issued December 10, 2002	$0.2199	02/08/2006		J⁽¹⁾⁽²⁾			714,394	⁽⁴⁾	12/10/2012	Common Stock	714,394	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued December 10, 2002	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		2,296,714		⁽⁴⁾	12/10/2012	Common Stock	2,296,714	$0⁽¹⁾⁽²⁾	2,296,714	I	See Note⁽³⁾
Warrant issued August 4, 2005	$0.2446	02/08/2006		J⁽¹⁾⁽²⁾			363,532	⁽⁴⁾	08/04/2010	Common Stock	363,532	$0⁽¹⁾⁽²⁾	0	I	See Note⁽³⁾
Warrant issued August 4, 2005	$0.0684	02/08/2006		J⁽¹⁾⁽²⁾		1,196,768		⁽⁴⁾	08/04/2010	Common Stock	1,196,768	$0⁽¹⁾⁽²⁾	1,196,768	I	See Note⁽³⁾
Warrant issued March 7, 2006	$0.02	03/07/2006		J⁽⁵⁾		40,000,000		⁽⁴⁾	03/07/2013	Common Stock	40,000,000	$0.02	40,000,000	I	See Note⁽⁶⁾
Warrant issued March 7, 2006	$0.02	03/07/2006		J⁽⁷⁾		120,000,000⁽⁷⁾		⁽⁷⁾	03/07/2013	Common Stock	120,000,000⁽⁷⁾	$0.02	120,000,000⁽⁷⁾	I	See Note⁽⁶⁾
Warrant issued March 7, 2006	$0.02	03/07/2006		J⁽⁸⁾		0⁽⁸⁾		⁽⁴⁾	03/07/2013	Common Stock	0⁽⁸⁾	$0.02	0⁽⁸⁾	I	See Note⁽⁹⁾

Explanation of Responses:

1. As of March 7, 2006, the Issuer closed on a private placement offering of secured convertible notes and warrants (the "Private Placement"). For more information on the Private Placement, please see the Issuer's Current Report on Form 8-K, dated as of March 7, 2006.

2. As a result of the Private Placement, the nine outstanding warrants owned by Cheshire, listed in Table II and previously reported on the Reporting Persons's Form 4 filings, which by their terms had been exercisable immediately prior to the Private Placement for an aggregate of 31,727,025 shares of Common Stock at a weighted average exercise price of $0.33 per share, became exercisable instead for an aggregate of 104,723,277 shares of Common Stock at a weighted average exercise price of $0.10 per share, via operation of the warrants' weighted-average anti-dilution adjustment provisions.

3. Holdings of Cheshire. Does not include (a) 12,500,000 shares of Common Stock issuable upon conversion of an 8% convertible debenture issued on February 9, 2006 to Qubit Holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, and (b) 37,500,000 shares of Common Stock issuable upon exercise of warrants issued on February 9, 2006 to Qubit, as to all of which securities the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership, as the Reporting Person has no power to vote or dispose, or direct the voting or disposition, of any of the securities held by Qubit or such trusts.

4. Immediately exercisable.

5. In connection with the Private Placement, warrants to purchase an aggregate amount of up to 40,000,000 shares of Common Stock, at $0.02 per share, were issued to Spencer Trask Ventures, Inc. ("STVI"), the Issuer's placement agent and a related party of the Reporting Person in connection with STVI's services rendered as placement agent in the Private Placement. For more information on the Private Placement, please see the Issuer's Current Report on Form 8-K, dated as of March 7, 2006. Does not include warrants issued to associated persons of STVI by the Issuer, as to all of which warrants the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership.

6. Holdings of STVI.

7. If and as the warrants issued to investors in the Private Placement are exercised by such investors, seven-year warrants issued to STVI to purchase the number of shares of Common Stock equal to 10% of the number of shares of Common Stock issued upon exercise of the investors' warrants will become exercisable. This amount could equal a maximum of 120,000,000 shares if all such warrants are exercised. For more information on the Private Placement, please see the Issuer's Current Report on Form 8-K, dated as of March 7, 2006. Does not include warrants issued to associated persons of STVI by the Issuer, as to all of which warrants the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership.

8. In order to induce Spencer Trask Intellectual Capital Company LLC ("STICC"), a related party of the Reporting Person, to provide a guaranty limited to the value of the proceeds of certain shares of preferred stock of a private company for the benefit of the holders of the secured notes issued in the Private Placement, the Issuer has agreed to issue to STICC, for every month that the limited guaranty remains in place, a maximum of 3,000,000 seven-year warrants to purchase shares of Common Stock at $0.02 per share. This limited guaranty could remain in place up until January 1, 2008. For more information on the Private Placement, please see the Issuer's Current Report on Form 8-K, dated as of March 7, 2006.

9. Holdings of STICC.

Remarks:

*** Certain of the above described warrants will remain unexercisable pending and subject to the effectuation of an amendment of the Issuer's certificate of incorporation to significantly increase its authorized number of shares of Common Stock (the "Charter Amendment"). The Reporting Person does not intend to update this filing upon the adoption of the Charter Amendment.

	/s/ Kevin B. Kimberlin	03/09/2006
	** Signature of Reporting Person	Date
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