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^*

THOMAS JAMES E

(Last)

(First)

(Middle)

ONE STAMFORD PLAZA, 263 TRESSER BLVD.

16TH FLOOR

(Street)

STAMFORD

06901

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2006

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

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

X	Form filed by One Reporting Person
	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	05/18/2006		J⁽¹⁾		1,000,000	D	⁽⁷⁾	2,411,818	I	See footnote⁽⁵⁾
Common Stock	05/18/2006		J⁽²⁾		3,680	D	⁽⁷⁾	2,408,138	I	See footnote⁽⁶⁾
Common Stock	05/18/2006		J⁽³⁾		2,692	A	⁽⁷⁾	2,410,830⁽⁴⁾	D

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)

Explanation of Responses:

1. Securities distributed pro-rata to partners of Thomas, McNerney & Partners, L.P.

2. Securities distributed pro-rata to partners of TMP Associates, L.P.

3. Represents pro-rata distribution received from Thomas, McNerney & Partners, LLC, which received its pro-rata distribution from Thomas, McNerney & Partners, L.P. These shares were listed as indirectly beneficially owned by Reporting Person in his Form 3 and Form 4 filings with the SEC, as amended, with respect to Thomas, McNerney & Partners, L.P., because Reporting Person is a manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P. This distribution represents a change in the form of beneficial ownership only.

4. The amounts shown to represent the beneficial ownership of the Issuer's equity securities includes: (i) 2,692 shares directly held by Reporting Person; (ii) 1,766,474 shares of Common Stock and warrants to purchase 511,479 shares of Common Stock held by Thomas, McNerney & Partners, L.P., (iii) 6,664 shares of Common Stock and warrants to purchase 1,720 shares of Common Stock held by TMP Associates, L.P. and (iv) 102,802 shares of Common Stock and warrants to purchase 18,999 shares of Common Stock held by TMP Nominee, LLC.

5. The amounts shown represent the beneficial ownership of the Issuer's equity securities held by Thomas, McNerney & Partners, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables that are unknown at this time. The Reporting Person disclaims beneficial ownership of the shares held by Thomas, McNerney & Partners, L.P, except to the extent of his pecuniary interest therein.

6. The amounts shown represent the beneficial ownership of the Issuer's equity securities held by TMP Associates, L.P, a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables that are unknown at this time. The Reporting Person disclaims beneficial ownership of the shares held by TMP Associates, L.P., except to the extent of his pecuniary interest therein.

7. N/A

	/s/ James E. Thomas	05/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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