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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Karobath Manfred E

(Last) (First) (Middle)
C/O COLEY PHARMACEUTICAL GROUP, INC.
93 WORCESTER STREET, SUITE 101

(Street)
WELLESLEY MA 02481

(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)
01/04/2008
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)
Code V Amount (A) or (D) Price
Common Stock - $.01 par value 01/04/2008 U 135,783 D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.15 01/04/2008 U 3,753 (2) 11/22/2014 Common Stock 3,753 (3) 0 D
Stock Option (Right to Buy) $1.15 01/04/2008 U 4,549 (2) 10/02/2013 Common Stock 4,549 (4) 0 D
Stock Warrant (Right to Buy) $5.64 01/04/2008 U 11,358 (5) 08/19/2010 Common Stock 11,358 (6) 0 D
Explanation of Responses:
1. 135,783 shares of Coley Pharmaceutical Group, Inc. ("Coley") common stock disposed of pursuant to a merger agreement between Pfizer Inc. and Coley (the "merger Agreement") for $8 per share in accordance with the terms of the Merger Agreement.
2. One quarter of the options vest on the first anniversary of the grant date and the remainder of such options vest monthly thereafter on a pro rata basis over the following three years.
3. These options were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $25,708, representing the difference between the exercise price of the options and the market value of the underlying Coley common stock on the date of the merger ($8 per share).
4. These options were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $31,161, representing the difference between the exercise price of the options and the market value of the underlying Coley common stock on the date of the merger ($8 per share).
5. The warrants are exercisable immediately.
6. These warrants were cancelled in the merger agreement between Pfizer Inc. and Coley Pharmaceutical Group, Inc. ("Coley") in exchange for a cash payment of $26,839, representing the difference between the exercise price of the warrants and the market value of the underlying Coley common stock on the date of the merger ($8 per share).
/s/ James Chicoski, Attorney in Fact 01/25/2008
** 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).
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.