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)

(Street)

(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)
07/07/2003

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, par value $.0025 per share	07/07/2003		P		2,662,332	A	1.33	9,483,139⁽¹⁾	I	See Notes⁽²⁾⁽³⁾⁽⁴⁾

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)
Class A warrants	1.33	07/07/2003		X		1,774,888⁽⁵⁾⁽⁶⁾		12/10/2002	07/07/2003	Common Stock Class B Warrants	1,774,888⁽⁵⁾⁽⁶⁾	$2,360,601	24,606,788⁽⁷⁾⁽⁸⁾	I	See Notes⁽⁵⁾⁽⁶⁾
8% Convertible Debenture due 2005	1.457	07/07/2003		H			2,611,709⁽⁵⁾⁽⁶⁾	06/10/2003	07/07/2003	Common Stock	2,611,709	$3,805,260.27⁽⁵⁾⁽⁶⁾	21,995,079⁽⁷⁾⁽⁸⁾	I	See Notes⁽⁵⁾⁽⁶⁾
8% Convertible Debenture due 2005	1.457	07/07/2003		H		1,006,986⁽⁵⁾⁽⁶⁾		07/07/2003	07/07/2006	Common Stock	1,006,986	$1,467,178.03⁽⁵⁾⁽⁶⁾	23,002,065⁽⁷⁾⁽⁸⁾	I	See Notes⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. This number does not include the number from Column 9 in Table II

2. 8,750 shares of stock are held by the reporting person's spouse. 4,000 shares of common stock are held by Kimberlin Family Partners, L.P., a Colorado limited partnership, of which the reporting person is the general partner. 448,717 shares of common stock are held by Kevin Kimberlin Partners, L.P., a Delaware limited partnership ("KKP"), of which the general partner is KKP Management LLC, of which the reporting person is the managing member. 6,535,792 shares of common stock are held by Cheshire Associates LLC, of which the reporting person is a related party.

3. 2,485,880 shares of the Issuer's common stock are held collectively by Spencer Trask Private Equity Fund I, Spencer Trask Private Equity Fund II and Spencer Trask Private Equity/Accredited Fund III, LLC (collectively, the "Funds"). The reporting person is approximately an 80% owner of the entity that is a 100% owner of the manager of such Funds.

4. The reporting person disclaims beneficial ownership of the 2,485,880 shares of the Issuer's common stock held by the Funds 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 2,485,880 shares of common stock pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

5. On July 7, 2003, Cheshire Associates LLC, of which the reporting person is a related party, exercised 1,774,888 Class A warrants in accordance with the revised terms for certain holders of shares of common stock and Class A warrants issued by the Issuer in connection with its December 2002 private placement. Upon exercise of the Class A warrants, Cheshire Associates LLC received 2,662,332 shares of common stock and 1,774,888 Class B warrants of the Issuer. Cheshire Associates LLC satisfied the payment of the aggregate exercise price for its exercise of the 1,774,888 Class A warrants (i.e., $2,360,601) by means of its partial cancellation and surrender of the $3,805,260.27 8% Convertible Secured Promissory Note issued by IRC in favor of Cheshire on 6/10/03.

6. On July 7, 2003, Cheshire Associates LLC also purchased a $1,467,178.03 promissory note initially convertible into 1,006,986 shares of the Issuer's common stock. Such note was issued in consideration for the partial cancellation and surrender of the $3,805,260.27 8% Convertible Secured Promissory Note issued by IRC in favor of Cheshire on 6/10/03.

7. This number includes the number of shares of the Issuer's common stock underlying options, convertible notes and warrants held by the reporting person or related parties of the reporting person, including 994,352 shares of common stock underlying the Class B warrants held by the Funds.

8. The reporting person disclaims beneficial ownership of the 994,352 shares of the Issuer's common stock underlying the Class B warrants held by the Funds 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 994,352 shares of common stock pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

	/s/ KEVIN B. KIMBERLIN	07/11/2003
	** Signature of Reporting Person	Date
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