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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Karobath Manfred E

(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
	Officer (give title below)	Other (specify below)

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	14,919	D
Series E Preferred Stock⁽¹⁾⁽⁴⁾	8,983	D
Series F Preferred Stock⁽²⁾⁽⁴⁾⁽⁵⁾	46,379	D
Series G Preferred Stock⁽³⁾⁽⁴⁾	65,502	D

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	03/27/2001	03/27/2001	Common Stock	834	$1	D
Options	12/14/2001	12/14/2001	Common Stock	7,500	$4	D
Options	10/03/2003	10/03/2003	Common Stock	70,834	$0.25	D
Options	11/23/2004	11/23/2004	Common Stock	25,000	$0.25	D
Warrant	08/09/2005	08/09/2005	Common Stock	11,358	$5.63	D

Explanation of Responses:

1. These securities will convert automatically to Common Stock on a 1 to 0.51223 basis upon the completion of the Issuer's initial public offering.

2. These securities will convert automatically to Common Stock on a 1 to 1.559824 basis upon the completion of the Issuer's initial public offering

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

4. Gives effect for the conversion into Common Stock

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