SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TVM IV GMBH & CO KG

(Last)

(First)

(Middle)

101 ARCH STREET

SUITE 1950

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coley Pharmaceutical Group, Inc. [ COLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2005		C		228,004⁽¹⁾	A	$0	228,004	D⁽²⁾
Common Stock	08/15/2005		C		108,661⁽¹⁾	A	$0	336,665	D⁽²⁾
Common Stock	08/15/2005		X		26,610⁽¹⁾	A	$0	363,275	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	⁽³⁾	08/15/2005		C			470,161	⁽³⁾⁽⁷⁾	⁽⁸⁾	Common Stock	228,004⁽¹⁾	$0	0	D⁽²⁾
Series F Convertible Preferred Stock	⁽⁴⁾	08/15/2005		C			430,520	⁽⁴⁾⁽⁷⁾	⁽⁸⁾	Common Stock	108,661⁽¹⁾⁽⁵⁾	$0	0	D⁽²⁾
Common Stock Warrant (right to buy)	$5.637	08/15/2005		X			26,610⁽¹⁾	⁽⁶⁾⁽⁷⁾	⁽⁸⁾	Common Stock	26,610⁽¹⁾	$0	0	D⁽²⁾

1. Name and Address of Reporting Person^*

TVM IV GMBH & CO KG

(Last)

(First)

(Middle)

101 ARCH STREET

SUITE 1950

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TVM IV Management GmbH & Co. KG

(Last)

(First)

(Middle)

101 ARCH STREET

SUITE 1950

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects a 1 for 4.58 reverse stock split effected July 20, 2005.

2. The reported securities are owned directly by TVM IV GmbH & Co. KG and indirectly by TVM Management GmbH & Co. KG, as sole general partner of TVM IV GmbH & Co. KG. TVM IV Management GmbH & Co. KG disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

3. These securities were automatically converted into common stock on a 1 to .4849 basis upon the closing of the Issuer's initial public offering.

4. These securities were automatically converted into common stock on a 1 to .2524 basis upon the closing of the issuer's initial public offering.

5. Includes common stock issuable in connection with a guaranteed paid-in-kind dividend on the Series F convertible preferred stock.

6. These securities were automatically converted into common stock upon the closing of the issuer's initial public offering.

7. Exercisable immediately.

8. None.

Remarks:

Exhibit List: Exhibit 99 - Joint Filer Information

	By: /s/ John J. DiBello for TVM IV Management GmbH & Co., KG as general partner of TVM IV GmbH & Co. KG	11/01/2005
	** Signature of Reporting Person	Date
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