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

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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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON STREET

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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)
09/22/2005

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	09/22/2005	09/21/2005	P⁽¹⁾		9,643,060	A	⁽¹⁾	17,704,284	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)
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)
Series A Convertible Preferred Stock	⁽¹⁾	09/22/2005	09/21/2005	P⁽¹⁾			688,146	⁽²⁾	⁽³⁾	Common Stock	6,193,314	⁽¹⁾	19,951,596	I	See Notes⁽¹⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. As of September 21, 2005, Cheshsire Associates, LLC ("Cheshire"), a related party of the reporting person, acquired 9,643,060 shares of the Issuer's common stock in consideration for cancellation and surrender of 688,146 shares of the Issuer's Series A Convertible Preferred Stock. Each share of Series A Preferred Stock was initially convertible into four shares of the Company's common stock. The Series A Preferred Stock conversion ratio adjusts quarterly over a three-year period commencing on July 7, 2004, up to a maximum of 12 shares of common stock, and also adjusts due to anti-dilution protection. The Series A Preferred Stock conversion ratio as of September 29, 2005 was nine.

2. Cancelled.

3. Not applicable.

4. This number includes the number of shares of the Issuer's common stock underlying options, a convertible note and warrants held by the reporting person or related parties of the reporting person, including 102,857 shares of common stock underlying the Class B warrants held by Spencer Trask Illumination Fund LLC (the "Fund"). The reporting person is the 100% owner of the entity that is a 100% owner of the manager of the Fund.

5. The reporting person disclaims beneficial ownership of the 102,857 shares of the Issuer's common stock underlying the Class B warrants held by the Fund, except to the extent of the reporting person's pecuniary interest therein. In filing this Form 4 and reporting the information contained herein, the undersigned is not admitting to or conceding beneficial ownership of the 102,857 shares of the Issuer's common stock pursuant to Sections 13(d) or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

	/s/ Kevin B. Kimberlin	09/29/2005
	** 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 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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