Statement of Changes in Beneficial Ownership (4)
December 22 2020 - 5:47PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
MILANO VINCENT |
2. Issuer Name and Ticker or Trading Symbol
IDERA PHARMACEUTICALS, INC.
[
IDRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O IDERA PHARMACEUTICALS, INC., 505 EAGLEVIEW BLVD., SUITE 212 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2020 |
(Street)
EXTON, PA 19341
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/18/2020 | | A | | 128170 (1) | A | $0 | 251730 (4) | D | |
Common Stock | 12/22/2020 | | S | | 37169 (2) | D | $4.3188 (3) | 214561 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | As previously disclosed in the Company's securities filings, on December 18, 2020 (the "Grant Date"), Reporting Person received an award of restricted stock units ("RSUs") in lieu of salary pursuant to a January 10, 2020 amendment to Reporting Person's employment agreement, granted consistent with Issuer's 2013 Stock Incentive Plan. Each RSU represents the right to receive one share of common stock of the Issuer. The RSUs were fully vested on the Grant Date. |
(2) | The sales represent the sale of shares necessary to meet tax withholding obligations in connection with the settlement of the RSUs, and were effected pursuant to a Rule 10b5-1 trading plan adopted between the Company and the Reporting Person on September 30, 2020. The sales do not represent a discretionary trade by the Reporting Person. |
(3) | The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $4.18 to $4.54 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | Of the reported securities beneficially owned, 62,313 shares are represented by unvested RSUs. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MILANO VINCENT C/O IDERA PHARMACEUTICALS, INC. 505 EAGLEVIEW BLVD., SUITE 212 EXTON, PA 19341 | X |
| President & CEO |
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Signatures
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/s/ Vincent J. Milano | | 12/22/2020 |
**Signature of Reporting Person | Date |
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