Schedule 13d
| Filed by: | IDERA PHARMACEUTICALS, INC. |
| Subject Company: | IDERA PHARMACEUTICALS, INC. |
| Filed as of Date: | 03/17/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments
Thereto Filed Pursuant to Rule 13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Idera
Pharmaceuticals, Inc.
(Name
of issuer)
Common
Stock
(Title
of class of securities)
45168K306
(CUSIP
Number)
Youssef
El-Zein
Starco
Center
Omar
Daouk Street
Bloc
B – Third Floor
Beirut
Central District
Beirut
2012-3313 Lebanon
(Name,
address and telephone number of person authorized to receive notices and
communications)
March
11, 2008
(Date
of event which requires filing of this statement)
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. ÿ
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 2 of
8 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Youssef
El-Zein
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
Not
applicable.
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) [ ]
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
France
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
282,918
|
|
|
8
|
SHARED
VOTING POWER
1,356,953
|
||
|
9
|
SOLE
DISPOSITIVE POWER
282,918
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,356,953
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,639,871
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not
applicable
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 3 of
8 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pillar
Investment Limited
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) [ ]
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Isle
of Man
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
161,976
|
|
|
8
|
SHARED
VOTING POWER
1,194,977
|
||
|
9
|
SOLE
DISPOSITIVE POWER
161,976
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,194,977
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,953
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not
applicable
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 4 of
8 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Optima
Life Sciences Limited
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
Not
applicable
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) [ ]
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Isle
of Man
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,194,977
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,194,977
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,977
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
Not
applicable
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 5 of
8 Pages
|
Introductory
note:
This Amendment No. 3 (“Amendment”) amends
the original Schedule 13D filed on behalf of Youssef El-Zein, Pillar Investment
Limited, a limited company incorporated under the laws of the Isle of Man
(“Pillar”), and
Optima Life Sciences Limited, a limited company incorporated under the laws of
the Isle of Man (“Optima” and, together
with Youssef El-Zein and Pillar, the “Reporting Parties”) with
the Securities and Exchange Commission (the “Commission”) on
September 8, 2003, as amended by Amendment No. 1 filed by the Reporting Parties
on October 8, 2004 and Amendment No. 2 filed by the Reporting Parties on June
30, 2005 (the Schedule 13D, as previously amended, is referred to herein as the
“Prior
Filings”). The Amendment relates to the securities of Idera
Pharmaceuticals, Inc. (the “Issuer”) beneficially
owned by the Reporting Parties.
In accordance with the provisions of
General Instruction C to Schedule 13D, information required by Item 2 of
Schedule 13D with respect to the directors of Pillar and Optima is listed on
Schedule 1 hereto and is incorporated by reference herein. Mr.
El-Zein is a director of the Issuer, Pillar and Optima. Pillar is the
manager and investment advisor of Optima and holds all of the voting shares of
Optima. Pillar and Optima have no executive officers. Mr. Bilal Sidani serves
with Mr. El-Zein as a director of Pillar, and Mr. Sidani, Mr. Stockton B.
Birthisel and Mr. John Sturgeon serve with Mr. El-Zein as directors of Optima.
Messrs. Sidani, Birthisel and Sturgeon are referred to herein as the "Listed
Directors." Information regarding these persons is contained in the Schedule 1
hereto.
Other capitalized terms used herein and
not otherwise defined herein shall have the respective meanings assigned to such
terms in the Schedule 13D.
This Amendment is being filed solely to
reflect the distribution by Optima to its owners and to Pillar of shares of
common stock of the Issuer (the “Common Stock”)
pursuant to pre-existing obligations, as further described in Item
5.
Item
5. Interest
in Securities of the Issuer.
Item
5 of the Schedule 13D is amended and restated as follows:
(a)
Youssef El-Zein beneficially owns 1,639,871 shares of Common Stock, representing
approximately 7.6% of the outstanding Common Stock of the Issuer (based on
information provided by the Issuer, there were 21,464,439 shares of Common Stock
outstanding as of October 31, 2007). These shares include (i) 282,918
shares of Common Stock held directly by Mr. El-Zein, (ii) 17,828 shares of
Common Stock held by Pillar, (iii) 144,148 shares of Common Stock issuable upon
exercise of the Pillar Warrants, (iv) 919,510 shares of Common Stock held by
Optima, and (v) 275,467 shares of Common Stock issuable upon exercise of the
Optima Warrants. Mr. El-Zein, because of his relationship with Pillar
and Optima, may be deemed to own beneficially, within the meaning of Rule 13d-3,
all of the shares of Common Stock that Pillar and Optima beneficially
own.
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 6 of
8 Pages
|
Pillar
beneficially owns 1,356,953 shares of Common Stock. These shares represent
approximately 6.3% of the Common Stock outstanding. These shares
include (i) 17,828 shares of Common Stock held by Pillar, (ii) 144,148 shares of
Common Stock issuable upon exercise of the Pillar Warrants, (iii) 919,510 shares
of Common Stock held by Optima, and (iv) 275,467 shares of Common Stock issuable
upon exercise of the Optima Warrants. As the holder of the voting
shares of Optima, Pillar has the ability to elect and remove the directors of
Optima, and, as a result, may be deemed to own beneficially, within the meaning
of Rule 13d-3, all of the shares of Common Stock that Optima beneficially
owns.
Optima
beneficially owns 1,194,977 shares of Common Stock. These shares
represent approximately 5.6% of the Common Stock outstanding. These
shares are comprised of (i) 919,510 shares of Common Stock held by Optima and
(ii) 275,467 shares of Common Stock issuable upon exercise of the Optima
Warrants.
None
of the Listed Directors owns any shares of Common Stock.
(b)
Number of shares as to which each of the Reporting Parties has:
Sole
power to vote or direct the vote of shares of Common Stock:
|
Mr.
El-Zein:
|
282,918
|
|
Pillar:
|
161,976
|
|
Optima:
|
1,194,977
|
Shared
power to vote or to direct the vote of shares of Common Stock:
|
Mr.
El-Zein:
|
1,356,953
|
|
Pillar:
|
1,194,977
|
|
Optima:
|
0
|
Sole
power to dispose of or direct the disposition of shares of Common
Stock:
|
Mr.
El-Zein:
|
282,918
|
|
Pillar:
|
161,976
|
|
Optima:
|
1,194,977
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
Mr.
El-Zein:
|
1,356,953
|
|
Pillar:
|
1,194,977
|
|
Optima:
|
0
|
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 7
of 8 Pages
|
(c)
Except as described below, none of the Reporting Parties and, to the knowledge
of the Reporting Parties, none of the Listed Directors has effected any
transactions in the Common Stock during the past 60 days:
On January 25, 2008, Optima distributed
shares of the Issuer to (i) certainshareholdersof Optima pursuant to a
redemption request of such shareholders which entitled them,automatically and
without any discretion on the part of Pillar or Optima, to a distribution of
shares of the Issuer in satisfaction of the redemption request and (ii) Pillar
in connection with Pillar’s carried interest in such shares in accordance with
the governing documents of Optima.
On March 11, 2008, Pillar exercised its
right to purchase 54,065 shares of the Issuerpursuant to a
warrant. Then, also on March 11, 2008, Pillar assigned and
transferredthese 54,065 shares of the Issuer to Mr. El-Zein.
(d)
The Reporting Parties do not know of any other person who has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock reported in this Amendment as
beneficially owned by the Reporting Parties.
(e)
Not applicable
SIGNATURES
After
reasonable inquiry and to the best of knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
March
17, 2008
|
/s/
Youssef El-Zein
Youssef
El-Zein
PILLAR
INVESTMENT LIMITED
By: /s/ Youssef
El-Zein
Youssef
El-Zein
Director
OPTIMA
LIFE SCIENCES LIMITED
By: /s/ Bilal
Sidani
Bilal
Sidani
Director
|
|
Schedule
13D/A
CUSIP
NO. 45168K306
|
Page 8 of
8 Pages
|
SCHEDULE
I
Set forth below is the name, position,
present principal occupation and business address
of each of the directors Pillar and Optima.
|
Pillar
|
||||
|
Name
|
Position
with Pillar
|
Present
Principal Occupation
|
Business
Address
|
Citizenship
|
|
Youssef
El-Zein
|
Director
|
Director
of Pillar Investment
Limited
|
Starco
Center
Omar
Daouk Street
Bloc
B – Third Floor
Beirut
Central District
Beirut
2020-3313 Lebanon
|
France
|
|
Bilal
Sidani
|
Director
|
Director
of Pillar Investment
Limited
|
Starco
Center
Omar
Daouk Street
Bloc
B – Third Floor
Beirut
Central District
Beirut
2020-3313 Lebanon
|
France
|
|
Optima
|
||||
|
Name
|
Position
with Optima
|
Present
Principal
Occupation
|
Business
Address
|
Citizenship
|
|
Youssef
El-Zein
|
Director
|
Director
of Pillar Investment
Limited
|
Starco
Center
Omar
Daouk Street
Bloc
B – Third Floor
Beirut
Central District
Beirut
2020-3313 Lebanon
|
France
|
|
Bilal
Sidani
|
Director
|
Director
of Pillar Investment
Limited
|
Starco
Center
Omar
Daouk Street
Bloc
B – Third Floor
Beirut
Central District
Beirut
2020-3313 Lebanon
|
France
|
|
Stockton
B. Birthisel
|
Managing
Director
|
Atlas
Corporate Services
|
Atlas
Corporate Services Limited
Stanley
House, Lord Street
IM1
2BF Douglas, Isle of Man
British
Isles
|
United
States of America
|
|
John
Sturgeon
|
Corporate
Executive
|
Atlas
Corporate Services
|
Atlas
Corporate Services Limited
Stanley
House, Lord Street
IM1
2BF Douglas, Isle of Man
British
Isles
|
United
States of America
|
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