-----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, Rf9LuLWz/zsXZKFsCmhUywJvvxApi7XZUog5YbBKNw5wJqam4dZbQJhNZ7jaVOfN oIfkV6Zfz1izav3mZyff9w== 0001082504-05-000078.txt : 20051003 0001082504-05-000078.hdr.sgml : 20051003 20051003173800 ACCESSION NUMBER: 0001082504-05-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050922 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 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 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: 051118794 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-09-22 0 0000817785 IMMUNE RESPONSE CORP IMNR 0000904841 KIMBERLIN KEVIN 535 MADISON STREET 18TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2005-09-22 2005-09-21 4 P 0 9643060 A 17704284 D Series A Convertible Preferred Stock 2005-09-22 2005-09-21 4 P 0 688146 D Common Stock 6193314 19951596 I See Notes As of September 21, 2005, Cheshsire Associates, LLC ("Cheshire"), a related party of the reporting person, acquired 9,643,060 shares of the Issuer's common stock in consideration for cancellation and surrender of 688,146 shares of the Issuer's Series A Convertible Preferred Stock. Each share of Series A Preferred Stock was initially convertible into four shares of the Company's common stock. The Series A Preferred Stock conversion ratio adjusts quarterly over a three-year period commencing on July 7, 2004, up to a maximum of 12 shares of common stock, and also adjusts due to anti-dilution protection. The Series A Preferred Stock conversion ratio as of September 29, 2005 was nine. Cancelled. Not applicable. This number includes the number of shares of the Issuer's common stock underlying options, a convertible note and warrants held by the reporting person or related parties of the reporting person, including 102,857 shares of common stock underlying the Class B warrants held by Spencer Trask Illumination Fund LLC (the "Fund"). The reporting person is the 100% owner of the entity that is a 100% owner of the manager of the Fund. The reporting person disclaims beneficial ownership of the 102,857 shares of the Issuer's common stock underlying the Class B warrants held by the Fund, 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 102,857 shares of the Issuer's common stock pursuant to Sections 13(d) or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder. /s/ Kevin B. Kimberlin 2005-09-29 -----END PRIVACY-ENHANCED MESSAGE-----