-----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, KKDwWds/+EcFOz+GHZk6s2CIKwc2tL81qIvYiKzTr5kDrOOERaI/8ABkW6DNkmNl 6WxAA/Q0dP2Az6HcUFmtAg== 0000898432-07-001026.txt : 20071212 0000898432-07-001026.hdr.sgml : 20071212 20071212160732 ACCESSION NUMBER: 0000898432-07-001026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071206 FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 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: 071301910 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: ORCHESTRA THERAPEUTICS, INC. 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 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNE RESPONSE CORP DATE OF NAME CHANGE: 19950911 4 1 form4_ex.xml X0202 4 2007-12-06 0 0000817785 ORCHESTRA THERAPEUTICS, INC. OCHTE.OB 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK VENTURES, INC. 535 MADISON AVENUE NEW YORK NY 10022 1 0 1 0 Common Stock 2007-12-06 4 J 0 600000 A 3926970 I See Footnote On December 6, 2007, Spencer Trask Investment Partners LLC ("STIP"), an affiliate of the Reporting Person, invested $150,000 in the Issuer. In exchange for the investment, STIP received 600,000 shares of common stock of the Issuer, as well as a Senior Subordinated Secured Promissory Note, due on March 6, 2008 (the "STIP Note") in the principal amount of $450,000. The STIP Note and shares of common stock were issued pursuant to a Securities Purchase Agreement between the Issuer and STIP, dated as of August 28, 2007, and amended September 28, 2007, and is secured by the grant of a security interest in all of the assets of the Issuer pursuant to the terms of a Security Agreement, dated the same date, by the Issuer in favor of STIP. The Reporting Person, the principal stockholder and a director of the Issuer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Does not include 125,000 shares of common stock held by Qubit Holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, 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. /s/ Kevin Kimberlin 2007-12-12 -----END PRIVACY-ENHANCED MESSAGE-----