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*
NIEDEL JAMES

(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 X 10% Owner
Officer (give title below) Other (specify below)
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
Series F Preferred Stock (1) (1) Common Stock 2,410,551 (1) I See Footnote(2)
Warrant (3) 02/07/2018 Common Stock 602,637 7.26 I See Footnote(2)
Explanation of Responses:
1. The Series F Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 3.55 shares of Series F Preferred Stock, for no additional consideration.
2. See attached Exhibit 99.1
3. The warrant is immediately exercisable.
/s/ Craig L. Slutzkin, Attorney-In-Fact 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

 

 

 

KNOW ALL MEN BY THESE PRESENTS, that James Niedel constitutes and appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

 

This power shall continue in effect until terminated in writing.

 

 

 

By:     _/s/ James Niedel_______________________________

James Niedel

 

 

Dated: October 5, 2005

 

 

 

 

Exhibit 99.1

 

 

(2) The securities are held by New Leaf Ventures II, L.P. (“New Leaf”). The Reporting Person is a member of the investment committee of New Leaf Venture Associates II, L.P., which is the General Partner of New Leaf. The Reporting Person may be deemed to beneficially own the securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.