SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
MOCH KENNETH I

(Last) (First) (Middle)
C/O CHIMERIX, INC.
2505 MERIDIAN PKY, SUITE 340

(Street)
DURHAM NC 27713

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2013
3. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CMRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 06/19/2019 Common Stock 225,352 1.57 D
Stock Option (Right to Buy) (2) 08/11/2019 Common Stock 46,725 3.16 D
Stock Option (Right to Buy) (3) 08/11/2019 Common Stock 94,119 3.16 I See Footnote(12)
Stock Option (Right to Buy) (4) 04/13/2020 Common Stock 31,792 3.16 D
Stock Option (Right to Buy) (5) 04/13/2020 Common Stock 85,594 3.16 I See Footnote(12)
Stock Option (Right to Buy) (6) 04/06/2021 Common Stock 110,035 2.35 D
Stock Option (Right to Buy) (7) 04/06/2021 Common Stock 101,232 2.35 I See Footnote(12)
Stock Option (Right to Buy) (8) 06/12/2022 Common Stock 95,377 2.38 D
Stock Option (Right to Buy) (9) 06/12/2022 Common Stock 22,009 2.38 I See Footnote(12)
Restricted Stock Unit (10) (11) Common Stock 8,479 (11) D
Explanation of Responses:
1. 64,020 shares shall be immediately exercisable upon June 8, 2009 and 1,707 shares shall become exercisable on August 8, 2010. The remainder of the shares vest in equal monthly installments beginning with and including the shares scheduled to vest on September 8, 2010 such that 4,694 shares shall vest and become exercisable on September 8, 2010 and monthly thereafter.
2. 21,522 shares vest and become exercisable on June 8, 2010; 316 shares will vest and become exercisable on the eighth (8th) day of each month commencing on January 8, 2011 and ending on and including December 8, 2012; and 2,935 shares will vest and become exercisable on the eighth (8th) day of each month commencing on January 8, 2013 and ending on and including June 8, 2013.
3. The shares are fully vested and immediately exercisable.
4. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: the shares shall vest in equal monthly installments commencing on the 1st of the month following April 14, 2010 and continuing thereafter for 47 months until the option is fully vested. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis.
5. The shares are fully vested and immediately exercisable.
6. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: 1/4th of the shares vest one year after April 7, 2011; the remainder of the shares vest in equal monthly installments thereafter over the next three years. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis.
7. The shares are fully vested and immediately exercisable.
8. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: the shares vest in 48 equal monthly installments commencing one month after June 13, 2012. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis.
9. The shares are fully vested and immediately exercisable.
10. All of the shares subject to the Restricted Stock Unit ("RSU") shall become immediately vested upon the earlier of (i) a Change in Control (as defined in the 2012 Equity Incentive Plan (the "Plan")) and (ii) the effective date of a registration statement of the Issuer filed under the Securities Act (as defined in the Plan) for the sale of the Issuer's Common Stock (either event described in (i) or (ii), a "Vesting Event"), subject to Mr. Moch's Continuous Service (as defined in the Plan) with the Issuer as of the Vesting Event. If a Vesting Event has not occurred at the time of the Mr. Moch's termination of Continuous Service, then the RSU shall terminate in its entirety immediately as of such termination date. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis.
11. Not applicable.
12. By The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012
/s/ Kenneth I. Moch 04/10/2013
** 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 5 (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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POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy W. Trost, C.P.A. and Michael Alrutz of Chimerix, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorney-in fact and agent to:

 

(1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company.

 

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2013.

 

/s/ Kenneth I. Moch
Kenneth I. Moch