4//SEC Filing
Pillar Invest Corp 4
Accession 0000899243-20-033917
CIK 0000861838other
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 6:00 PM ET
Size
27.8 KB
Accession
0000899243-20-033917
Insider Transaction Report
Form 4
Pillar Pharmaceuticals 6, L.P.
10% Owner
Transactions
- Purchase
Common Stock
2020-12-11$1.82/sh+69,941$127,293→ 5,497,638 total(indirect: By Foundation) - Purchase
Prefunded Warrants
2020-12-11+1,143,428→ 1,143,428 total(indirect: By Foundation)→ Common Stock (1,143,428 underlying) - Purchase
Common Warrants
2020-12-11+606,885→ 606,885 total(indirect: By Foundation)→ Common Stock (606,885 underlying) - Purchase
Prefunded Warrants
2020-12-11+1,533,883→ 1,533,883 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (1,533,883 underlying) - Purchase
Common Warrants
2020-12-11+766,941→ 766,941 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (766,941 underlying)
Holdings
- 1,288,368(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)
Common Stock
- 198,510(indirect: By Abude Umari See Footnotes)
Common Stock
- 26,308(indirect: By Youssef El Zein See Footnote)
Common Stock
ZEIN YOUSSEF EL
Director
Transactions
- Purchase
Common Stock
2020-12-11$1.82/sh+69,941$127,293→ 5,497,638 total(indirect: By Foundation) - Purchase
Prefunded Warrants
2020-12-11+1,143,428→ 1,143,428 total(indirect: By Foundation)→ Common Stock (1,143,428 underlying) - Purchase
Prefunded Warrants
2020-12-11+1,533,883→ 1,533,883 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (1,533,883 underlying) - Purchase
Common Warrants
2020-12-11+606,885→ 606,885 total(indirect: By Foundation)→ Common Stock (606,885 underlying) - Purchase
Common Warrants
2020-12-11+766,941→ 766,941 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (766,941 underlying)
Holdings
- 1,288,368(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)
Common Stock
- 26,308(indirect: By Youssef El Zein See Footnote)
Common Stock
- 198,510(indirect: By Abude Umari See Footnotes)
Common Stock
Pillar Partners Foundation, L.P.
10% Owner
Transactions
- Purchase
Prefunded Warrants
2020-12-11+1,143,428→ 1,143,428 total(indirect: By Foundation)→ Common Stock (1,143,428 underlying) - Purchase
Common Warrants
2020-12-11+766,941→ 766,941 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (766,941 underlying) - Purchase
Common Stock
2020-12-11$1.82/sh+69,941$127,293→ 5,497,638 total(indirect: By Foundation) - Purchase
Prefunded Warrants
2020-12-11+1,533,883→ 1,533,883 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (1,533,883 underlying) - Purchase
Common Warrants
2020-12-11+606,885→ 606,885 total(indirect: By Foundation)→ Common Stock (606,885 underlying)
Holdings
- 1,288,368(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)
Common Stock
- 198,510(indirect: By Abude Umari See Footnotes)
Common Stock
- 26,308(indirect: By Youssef El Zein See Footnote)
Common Stock
Pillar Invest Corp
Director10% Owner
Transactions
- Purchase
Common Stock
2020-12-11$1.82/sh+69,941$127,293→ 5,497,638 total(indirect: By Foundation) - Purchase
Prefunded Warrants
2020-12-11+1,143,428→ 1,143,428 total(indirect: By Foundation)→ Common Stock (1,143,428 underlying) - Purchase
Prefunded Warrants
2020-12-11+1,533,883→ 1,533,883 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (1,533,883 underlying) - Purchase
Common Warrants
2020-12-11+606,885→ 606,885 total(indirect: By Foundation)→ Common Stock (606,885 underlying) - Purchase
Common Warrants
2020-12-11+766,941→ 766,941 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (766,941 underlying)
Holdings
- 1,288,368(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)
Common Stock
- 26,308(indirect: By Youssef El Zein See Footnote)
Common Stock
- 198,510(indirect: By Abude Umari See Footnotes)
Common Stock
Umari Abude
10% Owner
Transactions
- Purchase
Common Stock
2020-12-11$1.82/sh+69,941$127,293→ 5,497,638 total(indirect: By Foundation) - Purchase
Common Warrants
2020-12-11+606,885→ 606,885 total(indirect: By Foundation)→ Common Stock (606,885 underlying) - Purchase
Prefunded Warrants
2020-12-11+1,143,428→ 1,143,428 total(indirect: By Foundation)→ Common Stock (1,143,428 underlying) - Purchase
Prefunded Warrants
2020-12-11+1,533,883→ 1,533,883 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (1,533,883 underlying) - Purchase
Common Warrants
2020-12-11+766,941→ 766,941 total(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)→ Common Stock (766,941 underlying)
Holdings
- 198,510(indirect: By Abude Umari See Footnotes)
Common Stock
- 1,288,368(indirect: By Pillar Pharmaceuticals 6, L.P. See Footnotes)
Common Stock
- 26,308(indirect: By Youssef El Zein See Footnote)
Common Stock
Footnotes (7)
- [F1]On April 7, 2020, Idera Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Pillar Partners Foundation, L.P. ("Pillar Foundation") providing for the sale of securities in two closings exempt from the registration requirements of the Securities Act of 1933, as amended. On December 11, 2020, the Company entered into an amendment (the "Amendment") to the Securities Purchase Agreement and the Registration Rights Agreement, dated April 7, 2020, with Pillar Foundation (the "Registration Rights Agreement") and Pillar Pharmaceuticals 6, L.P. ("Pillar 6" and, collectively with Pillar Foundation, the "Purchasers"), principally to enable Pillar 6 to participate in the Second Closing (as defined below). Pursuant to the Stock Purchase Agreement and Amendment, on December 11, 2020, the Company issued and sold to the Purchasers, for $5.0 million of aggregate consideration (the "Second Closing"),
- [F2](Continued from footnote 1) (i) 69,941 shares of Common Stock ("Second Closing Shares"), (ii) pre-funded warrants to purchase up to 2,677,311 shares of Common Stock ("Second Closing Pre-Funded Warrants"), and (iii) common warrants to purchase up to 1,373,626 shares of Common Stock ("Second Closing Common Warrants"). Each Second Closing Share and the associated 0.5 Second Closing Common Warrant had a combined purchase price of $1.82 and each Pre-Funded Warrant and the 0.5 associated Second Closing Common Warrant had a combined purchase price of $1.81. Each combined purchase price included $0.125 for each share of Common Stock underlying each Second Closing Common Warrant.
- [F3]Pillar Invest Corporation ("Pillar GP") is the general partner of Pillar 6 and Pillar Foundation (collectively, the "Pillar Funds"). Youssef El Zein and Abude Umari are directors of Pillar GP. Each of Pillar GP, Mr. El Zein and Mr. Umari disclaims Section 16 beneficial ownership of the securities beneficially owned by the Pillar Funds and this report shall not be deemed an admission that any of Pillar GP, Mr. El Zein or Mr. Umari is the Section 16 beneficial owner of any such securities, except to the extent of its or his pecuniary interest therein, if any, by virtue of its or his ownership interest in the Pillar Funds or Pillar GP, as applicable.
- [F4]The exercise price of each Prefunded Warrant is $0.01 per Share, subject to adjustment pursuant to the terms of the Prefunded Warrants.
- [F5]The Pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 19.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation").
- [F6]The exercise price of each Common Warrant is $2.71 per share, subject to adjustment pursuant to the terms of the Common Warrants.
- [F7]The Common Warrants are currently exercisable; provided, however, that the Common Warrants are subject to the Beneficial Ownership Limitation. The Common Warrants expire 3 years following their issuance date.
Documents
Issuer
IDERA PHARMACEUTICALS, INC.
CIK 0000861838
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001534428
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 6:00 PM ET
- Size
- 27.8 KB