SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bratzler Robert L

(Last)

(First)

(Middle)

C/O COLEY PHARMACEUTICAL GROUP, INC.

93 WORCESTER STREET, SUITE 101

(Street)

WELLESLEY

02481

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2005

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	235,337	D
Series G Preferred Stock⁽¹⁾⁽²⁾	73,360	D
Common Stock	46,615	I	Trustee of Trust.
Series G Preferred Stock⁽¹⁾⁽²⁾	104,039	I	Trustee of Trust.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	12/14/2001	12/14/2001	Common Stock	25,000	$4	D
Options	10/03/2003	10/03/2003	Common Stock	1,635,000	$0.25	D
Options	12/14/2001	12/14/2001	Common Stock	100,000	$4	D
Options	01/25/2005	01/25/2005	Common Stock	170,624	$0.25	D
Options	01/25/2005	01/25/2005	Common Stock	600,000	$0.25	D

Explanation of Responses:

1. These securities will convert automatically to Common Stock on a 1 to 1 basis upon the completion of the Issuer's initial public offering.

2. Gives effect for the conversion into Common Stock.

	Marianne Staniunas, Attorney-in-Fact	08/09/2005
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.