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 MCNERNEY & PARTNERS LP

(Last) (First) (Middle)
60 SOUTH 6TH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(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)
05/18/2006
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)
Code V Amount (A) or (D) Price
Common Stock 05/18/2006 J(1) 1,000,000 D (6) 2,411,818 I See footnote(3)
Common Stock 05/18/2006 J(2) 3,680 D (6) 2,408,138(5) I See footnote(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
THOMAS MCNERNEY & PARTNERS LP

(Last) (First) (Middle)
60 SOUTH 6TH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(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*
TMP ASSOCIATES LP

(Last) (First) (Middle)
60 SOUTH 6TH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(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*
Thomas, McNerney & Partners, LLC

(Last) (First) (Middle)
60 SOUTH 6TH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(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*
TMP Nominee, LLC

(Last) (First) (Middle)
60 SOUTH 6TH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(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. 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. These shares were owned directly by Thomas, McNerney & Partners, L.P. Thomas, McNerney & Partners, LLC (the "General Partner") is the general partner of Thomas, McNerney & Partners, L.P. and TMP Associates, L.P. (the "Funds"), and the General Partner disclaims beneficial ownership of all shares held by the Funds, except to the extent of the General Partner's pecuniary interest therein.
4. These shares were owned directly by TMP Associates, L.P. Thomas, McNerney & Partners, LLC (the "General Partner") is the general partner of Thomas, McNerney & Partners, L.P. and TMP Associates, L.P. (the "Funds"), and the General Partner disclaims beneficial ownership of all shares held by the Funds, except to the extent of the General Partner's pecuniary interest therein.
5. The amounts shown to represent the beneficial ownership of the Issuer's equity securities includes: (i) 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.
6. N/A
Remarks:
Exhibit 99 - Joint Filer Information
/s/ James E. Thomas, Managing Partner 05/31/2006
** 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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