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

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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNE RESPONSE CORP [ IMNR.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2006

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	02/08/2006		C⁽¹⁾⁽²⁾		53,425,204	A	$0.02	0	I	See footnote⁽³⁾

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)
8% Convertible Mortgage Note	$0.7	02/08/2006		J⁽¹⁾⁽²⁾			5,740,928	⁽⁴⁾	05/31/2007	Common Stock	8,201,326	$0⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾
8% Convertible Mortgage Note	$0.02	02/08/2006		J⁽¹⁾⁽²⁾		5,740,928		⁽⁴⁾	01/01/2009	Common Stock	287,046,400	$0⁽¹⁾⁽²⁾	287,046,400⁽¹⁾⁽²⁾	I	See Footnote⁽³⁾
8% Convertible Mortgage Note	$0.02	02/08/2006		C⁽¹⁾⁽²⁾			1,005,683	⁽⁴⁾	01/01/2009	Common Stock	53,425,204	$0⁽¹⁾⁽²⁾	236,762,250⁽¹⁾⁽²⁾	I	See Footnote⁽³⁾
Warrant Issued November 9, 2001	$4.0651⁽⁶⁾	02/08/2006		J⁽⁵⁾			614,990	⁽⁴⁾	11/09/2011	Common Stock	614,990	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued November 9, 2001	$1.2561	02/08/2006		J⁽⁵⁾		1,990,284		⁽⁴⁾	11/09/2011	Common Stock	1,990,284	$0⁽⁵⁾	1,990,284	I	See Footnote⁽³⁾
Warrant Issued February 14, 2002	$3.0408⁽⁶⁾	02/08/2006		J⁽⁵⁾			584,640	⁽⁴⁾	02/14/2012	Common Stock	584,640	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued February 14, 2002	$0.9407	02/08/2006		J⁽⁵⁾		1,889,840		⁽⁴⁾	02/14/2012	Common Stock	1,889,840	$0⁽⁵⁾	1,889,840	I	See Footnote⁽³⁾
Warrant Issued May 3, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			2,822,784	⁽⁴⁾	05/03/2012	Common Stock	2,822,784	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued May 3, 2002	$0.2199	02/08/2006		J⁽⁵⁾		8,985,669		⁽⁴⁾	05/03/2012	Common Stock	8,985,669	$0⁽⁵⁾	8,985,669	I	See Footnote⁽³⁾
Warrant Issued November 12, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			4,887,883	⁽⁴⁾	11/12/2012	Common Stock	4,887,883	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued November 12, 2002	$0.2199	02/08/2006		J⁽⁵⁾		15,559,427		⁽⁴⁾	11/12/2012	Common Stock	15,559,427	$0⁽⁵⁾	15,559,427	I	See Footnote⁽³⁾
Warrant Issued November 15, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			201,191	⁽⁴⁾	11/12/2012	Common Stock	201,191	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued November 15, 2002	$0.2199	02/08/2006		J⁽⁵⁾		640,444		⁽⁴⁾	11/12/2012	Common Stock	640,444	$0⁽⁵⁾	640,444	I	See Footnote⁽³⁾
Warrant Issued November 20, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			210,881	⁽⁴⁾	11/12/2012	Common Stock	210,881	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued November 20, 2002	$0.2199	02/08/2006		J⁽⁵⁾		671,290		⁽⁴⁾	11/12/2012	Common Stock	671,290	$0⁽⁵⁾	671,290	I	See Footnote⁽³⁾
Warrant Issued November 27, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			286,544	⁽⁴⁾	11/12/2012	Common Stock	286,544	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued November 27, 2002	$0.2199	02/08/2006		J⁽⁵⁾		912,145		⁽⁴⁾	11/12/2012	Common Stock	912,145	$0⁽⁵⁾	912,145	I	See Footnote⁽³⁾
Warrant Issued December 10, 2002	$0.7⁽⁶⁾	02/08/2006		J⁽⁵⁾			224,422	⁽⁴⁾	12/10/2012	Common Stock	224,422	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued December 10, 2002	$0.2199	02/08/2006		J⁽⁵⁾		714,394		⁽⁴⁾	12/10/2012	Common Stock	714,394	$0⁽⁵⁾	714,394	I	See Footnote⁽³⁾
Warrant Issued August 4, 2005	$0.78⁽⁶⁾	02/08/2006		J⁽⁵⁾			114,000	⁽⁴⁾	08/04/2010	Common Stock	114,000	$0⁽⁵⁾	0	I	See Footnote⁽³⁾
Warrant Issued August 4, 2005	$0.2446	02/08/2006		J⁽⁵⁾		363,532		⁽⁴⁾	08/04/2010	Common Stock	363,532	$0⁽⁵⁾	363,532	I	See Footnote⁽³⁾

Explanation of Responses:

1. On February 8, 2006: (a) the Issuer and Cheshire Associates, LLC ("Cheshire"), a related party of the Reporting Person, amended a mortgage secured note (the "Mortgage Note") held by Cheshire to (i) extend the maturity date of the Mortgage Note from May 31, 2007 to January 1, 2009 and (ii) reduce the conversion price of the Mortgage Note from $0.70 per share to $0.02 per share, which increased the number of shares of Common Stock underlying the then-current $5,740,928 principal amount of the Mortgage Note to approximately 287,046,400 shares; and (b) Cheshire converted $1,005,683 of principal of and $62,821 of accrued interest under the Mortgage Note into 53,425,204 shares of Common Stock at the revised conversion price of $0.02 per share.

2. On February 15, 2006, Cheshire further agreed to convert a total of an additional $1,700,000 of principal and accrued interest of such Note into 85,000,000 shares of Common Stock, pursuant to the current terms of such Note, upon (and subject to) the effectuation of an amendment of the Issuer's certificate of incorporation to significantly increase its authorized number of shares of Common Stock (the "Charter Amendment").

3. Holdings of Cheshire. Does not include (a) 12,500,000 shares of Common Stock issuable upon conversion of an 8% convertible debenture issued on February 9, 2006 to Qubit Holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, and (b) 37,500,000 shares of Common Stock issuable upon exercise of warrants issued on February 9, 2006 to Qubit, as to all of which securities the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership, as the Reporting Person has no power to vote or dispose, or direct the voting or disposition, of any of the securities held by Qubit or such trusts.

4. Immediately convertible or exercisable, as the case may be.

5. By virtue of the transactions described in Note 1 above, as well as anti-dilution adjustments effected under the terms of certain of the Issuer's outstanding derivative securities held by persons unaffiliated with the Reporting Person, the nine outstanding warrants owned by Cheshire, listed in Table II and previously reported on the Reporting Person's Form 4 filings, which by their terms had been exercisable for an aggregate of 9,947,335 shares of Common Stock at a weighted average exercise price of $1.05 per share, became exercisable instead for an aggregate of 31,727,025 shares of Common Stock at a weighted average exercise price of $0.33 per share, via operation of the warrants' weighted-average anti-dilution adjustment provisions.

6. The exercise prices and share coverage amounts of the nine warrants have previously undergone unreportable adjustments since the filing of the Reporting Person's last Form 4, by operation of the warrants' weighted average anti-dilution adjustment provisions.

Remarks:

***Certain of the above described warrants will remain unexercisable pending and subject to the Charter Amendment. The Reporting Person does not intend to update this filing upon the adoption of the Charter Amendment.

	/s/ Kevin B. Kimberlin	03/09/2006
	** 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).
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.