SEC FORM 4

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^*

NovaQuest Co-Investment Fund XV, L.P.

(Last)

(First)

(Middle)

4208 SIX FORKS ROAD, SUITE 920

(Street)

RALEIGH

27609

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IDERA PHARMACEUTICALS, INC. [ IDRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Series X Preferred Stock	09/28/2022		J⁽¹⁾		5	A	⁽¹⁾	5	D⁽²⁾

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)
Warrant	$0.46	09/28/2022		J⁽³⁾		1,343,547		09/28/2022	03/23/2031	Common Stock	1,343,547	⁽³⁾	1,343,547	D⁽²⁾
Warrant	$460	09/28/2022		J⁽³⁾		14,115		09/28/2022	03/23/2031	Series Z Preferred Stock	14,115	⁽³⁾	14,115	D⁽²⁾
Series Z Preferred Stock⁽⁴⁾	⁽⁵⁾	09/28/2022		J⁽³⁾		14,115		⁽⁵⁾	⁽⁵⁾	Common Stock	14,115	⁽⁵⁾	14,115	D⁽²⁾

1. Name and Address of Reporting Person^*

NovaQuest Co-Investment Fund XV, L.P.

(Last)

(First)

(Middle)

4208 SIX FORKS ROAD, SUITE 920

(Street)

RALEIGH

27609

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NQ POF V GP, Ltd.

(Last)

(First)

(Middle)

4208 SIX FORKS ROAD, SUITE 920

(Street)

RALEIGH

27609

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 28, 2022, Issuer completed its merger ("Merger") with Aceragen, Inc. ("Aceragen"), in accordance with the terms of that certain Agreement and Plan of Merger, dated September 28, 2022 (the "Merger Agreement"). In connection with the Merger, NovaQuest Co-Investment Fund XV, L.P. ("NovaQuest") received five shares of Issuer non-voting, non-convertible Series X Preferred Stock in exchange for five shares of Aceragen Series X Preferred Stock.

2. NQ POF V GP, Ltd. ("NovaQuest GP") has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

3. Pursuant to the Merger Agreement, NovaQuest received a warrant to purchase (i) 1,343,547 shares of Issuer Common Stock and (ii) 14,115 shares of Issuer non-voting, convertible Series Z Preferred Stock, in exchange for a warrant to purchase 618,800 shares of Aceragen common stock.

4. Represents Issuer Series Z Preferred Stock issuable upon the exercise of the warrant reported in (3) above.

5. Contingent upon stockholder approval of the conversion of Issuer Series Z Preferred Stock into shares of Issuer Common Stock, each share of Issuer Series Z Preferred Stock is convertible into 1,000 shares of Issuer Common Stock, at any time at the option of the holder thereof, subject to certain limitations.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Ronald J. Wooten serves on the board of directors of Issuer and is also a member of the investment committee of NovaQuest GP, which is the general partner of NovaQuest. NovaQuest GP has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.

	/s/ S. Halle Vakani, Attorney-in-Fact for NQ POF V GP, Ltd., General Partner of NovaQuest Co-Investment Fund XV, L.P.	10/03/2022
	/s/ S. Halle Vakani, Attorney-in-Fact for NQ POF V GP, Ltd.	10/03/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4: Novaquest Co-Investment Fund Xv, L.P. acquired 5 units of Series X Preferred Stock