Carl N. Kraus - Sep 28, 2022 Form 4 Insider Report for IDERA PHARMACEUTICALS, INC. (IDRA)

Role
Chief Medical Officer
Signature
/s/ John J. Kirby, Attorney-in-Fact for Carl N. Kraus
Stock symbol
IDRA
Transactions as of
Sep 28, 2022
Transactions value $
$0
Form type
4
Date filed
9/30/2022, 09:48 PM
Next filing
Jan 19, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IDRA Options (Right to Buy) Award +651K 651K Sep 28, 2022 Common Stock 651K $12.28 Direct F1, F2, F3
transaction IDRA Options (Right to Buy) Award +6.84K 6.84K Sep 28, 2022 Series Z Preferred Stock 6.84K $12,280.00 Direct F1, F2, F3
transaction IDRA Series Z Preferred Stock Award +6.84K 6.84K Sep 28, 2022 Common Stock 6.84M Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger by and between Idera Pharmaceuticals, Inc. ("Idera") and Aceragen, Inc. ("Aceragen"), dated September 28, 2022 (the "Merger Agreement"), Aceragen merged with and became a wholly-owned subsidiary of Idera (the "Merger"). Shares of Aceragen common stock convertible into shares of common stock of Idera, par value $0.001 per share ("Common Stock") and shares of the Idera Series Z Non-Voting Convertible Preferred Stock, par value $0.01 ("Series Z Preferred Stock").
F2 The option vests 25% on October 25, 2022, and then in equal monthly installments over the following 3 years, subject to the Reporting Person's continued service to Issuer through each vesting date.
F3 Pursuant to the Merger Agreement, the Reporting Person received Idera options for 651,364 shares of Common Stock and options for 6,843 shares of Series Z Preferred Stock options in exchange for 300,000 Aceragen options.
F4 Contingent upon stockholder approval of the conversion of Series Z Preferred Stock into shares of Common Stock, each share of Series Z Preferred Stock is convertible into 1,000 shares of Common Stock, at any time at the option of the holder thereof, subject to certain limitations (represents Series Z Preferred Stock options issuable upon the exercise of the Series Z Stock options reported above).