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* Sanderling Venture Partners V, LP (Last) (First) (Middle) 400 SOUTH EL CAMINO REAL SUITE 1200 (Street) SAN MATEO CA 94402 (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) 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) Form filed by One Reporting Person X 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)
Common Stock	112,674	I	SEE FOOTNOTE(1)

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 A Preferred Stock	(2)	(2)	Common Stock	183,096	(2)	I	SEE FOOTNOTE(1)
Series B Preferred Stock	(3)	(3)	Common Stock	474,330	(3)	I	SEE FOOTNOTE(1)
Series B-1 Preferred Stock	(4)	(4)	Common Stock	469,480	(4)	I	SEE FOOTNOTE(1)
Series C Preferred Stock	(5)	(5)	Common Stock	695,496	(5)	I	SEE FOOTNOTE(1)
Series D Preferred Stock	(6)	(6)	Common Stock	771,372	(6)	I	SEE FOOTNOTE(1)
Series E Preferred Stock	(7)	(7)	Common Stock	619,852	(7)	I	SEE FOOTNOTE(1)
Series F Preferred Stock	(8)	(8)	Common Stock	792,037	(8)	I	SEE FOOTNOTE(1)
Warrants	(9)	02/11/2018	Common Stock	198,008	7.26	I	SEE FOOTNOTE(1)

1. Name and Address of Reporting Person* Sanderling Venture Partners V, LP (Last) (First) (Middle) 400 SOUTH EL CAMINO REAL SUITE 1200 (Street) SAN MATEO CA 94402 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sanderling VI Limited Partnership (Last) (First) (Middle) 400 S. EL CAMINO REAL, SUITE 1200 (Street) SAN MATEO CA 94402 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sanderling Ventures Management VI (Last) (First) (Middle) 400 S. EL CAMINO REAL, SUITE 1200 (Street) SAN MATEO CA 94402 (City) (State) (Zip)

Explanation of Responses:

1. See attached Exhibit 99.1.

2. The Series A 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 A Preferred Stock, for no additional consideration.

3. The Series B 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 B Preferred Stock, for no additional consideration.

4. The Series B-1 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 B-1 Preferred Stock, for no additional consideration.

5. The Series C 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 C Preferred Stock, for no additional consideration.

6. The Series D 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 D Preferred Stock, for no additional consideration.

7. The Series E 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 E Preferred Stock, for no additional consideration.

8. 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.

9. The warrants are immediately exercisable.

Remarks:

Form 3 filing 2 of 2. See Form 3 filing 1 of 2 for additional members of this joint filing.

	See Signatures Included in Exhibit 99.2	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).
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Exhibit 99.1

 

 

(1) The securities are held as follows: 1,116,596 shares of common stock held by Sanderling Venture Partners V, L.P., 273,434 shares of common stock held by Sanderling V Biomedical, L.P., 155,143 shares of common stock held by Sanderling V Limited Partnership, 138,046 shares of common stock held by Sanderling V Beteiligungs GmbH & Co. KG, 88,963 shares of common stock held by Sanderling V Ventures Management, 281,053 shares of common stock held by Sanderling V Biomedical Co-Investment Fund, L.P., 463,582 shares of common stock held by Sanderling Venture Partners V Co-Investment Fund, L.P., 759,370 shares of common stock and a warrant to purchase 189,842 shares of common stock held by Sanderling V Strategic Exit Fund, L.P. (collectively, the Sanderling V Shares), 797,346 shares of common stock held by Sanderling Venture Partners VI Co-Investment Fund, L.P., 15,431 shares of common stock held by Sanderling VI Beteiligungs GmbH & Co. KG, 18,384 shares of common stock held by Sanderling VI Limited Partnership, 7,543 shares of common stock and a warrant to purchase 8,166 shares of common stock held by Sanderling Ventures Management VI (collectively, the Sanderling VI Shares) and 3,446 shares of common stock held by Middleton-McNeil Retirement Trust. T imothy J. Wollaeger, one of the Issuer’s directors, Fred A. Middleton, Robert G. McNeil and Timothy C. Mills share voting and investment power with respect to the Sanderling V Shares. Robert G. McNeil, Fred A. Middleton, Timothy C. Mills and Timothy J. Wollaeger share voting and investment power with respect to the Sanderling VI Shares. Fred A. Middleton and Robert G. McNeil share voting and investment power with respect to the shares held by the Middleton-McNeil Retirement Trust. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of his or her pecuniary interest therein.

 

 

 

Exhibit 99.2

 

Signature of Reporting Persons:

 

This statement on Form 3 is filed by Sanderling Venture Partners V, L.P., Sanderling VI Limited Partnership and Sanderling Ventures Management VI. The principal business address of each of the reporting persons is c/o Sanderling Venture Partners V, L.P., 400 South El Camino Real, Suite 1200, San Mateo, CA 94402. The reporting entities disclaim beneficial ownership of the securities listed herein except to the extent of their pecuniary interest therein.

 

Sanderling Venture Partners V, L.P.
By:	Middleton, McNeil & Mills Associates V, LLC
By:	/s/ Timothy J. Wollaeger
	Timothy J. Wollaeger
	Managing Director
Sanderling VI Limited Partnership
By:	Middleton, McNeil, Mills & Associates VI, LLC
	/s/ Timothy J. Wollaeger
	Timothy J. Wollaeger
	Managing Director
Sanderling Ventures Management VI
By:	/s/ Timothy J. Wollaeger
	Timothy J. Wollaeger
	Owner