-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BrMTRwA28cRyYje8Xc1RzJ9pfCZHopcDte2MHw9pHOncDwHHurqk4QQ4OFgt53lh e7CHwmTsw336BlDx+uo5fg== 0000898432-04-000025.txt : 20040112 0000898432-04-000025.hdr.sgml : 20040112 20040112155848 ACCESSION NUMBER: 0000898432-04-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040107 FILED AS OF DATE: 20040112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 04520806 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE RESPONSE CORP CENTRAL INDEX KEY: 0000817785 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330255679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604317080 MAIL ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 4 1 immuneresponse_form4ex.xml X0201 4 2004-01-07 0 0000817785 IMMUNE RESPONSE CORP IMNR 0000904841 KIMBERLIN KEVIN SPENCER TRASK SECURITIES INC 535 MADISON AVENUE NEW YORK NY 10022 1 0 1 0 8% Convertible Debenture due 2004 5.984 2004-01-07 4 C 0 355028 0 A 2003-03-28 2004-01-07 Series A Convertible Preferred Stock 355028 20581049 I See Notes 8% Convertible Debenture due 2004 5.984 2004-01-07 4 C 0 14078 0 A 2003-05-09 2004-01-07 Series A Convertible Preferred Stock 14078 20637361 I See Notes 8% Convertible Debenture due 2004 5.984 2004-01-07 4 C 0 175756 0 A 2003-05-15 2004-01-07 Series A Convertible Preferred Stock 175756 21340385 I See Notes 8% Convertible Debenture due 2004 5.984 2004-01-07 4 C 0 143284 0 A 2003-06-06 2004-01-07 Series A Convertible Preferred Stock 143284 21913521 I See Notes Series A Convertible Preferred Stock 1.496 2004-01-07 4 P 0 688146 0 A 2004-01-07 Common Stock 688146 21913521 I See Notes On January 7, 2004, Cheshire Associates LLC, a related party of the reporting person ("Cheshire"), converted (i) the $2,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated March 28, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $124,493.15, into 355,028 shares of Series A Convertible Preferred Stock. On January 7, 2004, Cheshire converted the $80,000 principal amount of the 8% Convertible Secured Promissory Note, dated May 9, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $4,243.29, into 14,078 shares of Series A Convertible Preferred Stock. On January 7, 2004, Cheshire converted the $1,000,000 principal amount of the 8% Convertible Secured Promissory Note, dated May 15, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $38,414.47, into 173,531 shares of Series A Convertible Preferred Stock. On January 7, 2004, Cheshire converted the $819,000 principal amount of the 8% Convertible Secured Promissory Note, dated June 6, 2003, issued by the Issuer to Cheshire, plus accrued interest thereon through January 6, 2004 of $51,726.03, into 145,509 shares of Series A Convertible Preferred Stock. This number includes the number of shares of the Issuer's common stock underlying options, convertible notes, convertible preferred stock and warrants held by the reporting person or related parties of the reporting person, including 994,352 shares of common stock underlying the Class B warrants held by Spencer Trask Private Equity Fund I, Spencer Trask Private Equity Fund II and Spencer Trask Private Equity/Accredited Fund III, LLC (the "Funds"). The reporting person is approximately an 80% owner of the entity that is a 100% owner of the manager of such Funds. The reporting person disclaims beneficial ownership of the 994,352 shares of the Issuer's common stock underlying the Class B warrants held by the Funds 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 994,352 shares of common stock pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder. Each share of Series A Convertible Preferred Stock is initially convertible into four shares of the Issuer's common stock and, after July 7, 2004, into a larger number of shares of the Issuer's common stock based on the amount of time elapsed since July 7, 2004. For purposes of this Form 4, each share of Series A Convertible Preferred Stock is convertible into four shares of the Issuer's common stock. The shares of Series A Convertible Preferred Stock are convertible at any time such shares are outstanding. /s/ KEVIN B. KIMBERLIN 2004-01-12 -----END PRIVACY-ENHANCED MESSAGE-----