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*
Sanderling Venture Partners V, LP

(Last) (First) (Middle)
400 SOUTH EL CAMINO REAL, SUITE 1200

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CMRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2013
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)
Code V Amount (A) or (D) Price
Common Stock 04/16/2013 C 183,096 A (1) 183,096 I See Footnote(2)
Common Stock 04/16/2013 C 474,330 A (3) 657,426 I See Footnote(2)
Common Stock 04/16/2013 C 469,480 A (4) 1,126,906 I See Footnote(2)
Common Stock 04/16/2013 C 695,496 A (5) 1,822,402 I See Footnote(2)
Common Stock 04/16/2013 C 771,372 A (6) 2,593,774 I See Footnote(2)
Common Stock 04/16/2013 C 619,852 A (7) 3,213,626 I See Footnote(2)
Common Stock 04/16/2013 C 792,037 A (8) 4,143,152(9) I See Footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 04/16/2012 C 650,000 (1) (1) Common Stock 183,096 $0.00 0 I See Footnote(2)
Series B Preferred Stock (3) 04/16/2012 C 1,683,879 (3) (3) Common Stock 474,330 $0.00 0 I See Footnote(2)
Series B-1 Preferred Stock (4) 04/16/2012 C 1,666,667 (4) (4) Common Stock 469,480 $0.00 0 I See Footnote(2)
Series C Preferred Stock (5) 04/16/2012 C 2,469,034 (5) (5) Common Stock 695,496 $0.00 0 I See Footnote(2)
Series D Preferred Stock (6) 04/16/2012 C 2,738,386 (6) (6) Common Stock 771,372 $0.00 0 I See Footnote(2)
Series E Preferred Stock (7) 04/16/2012 C 2,200,490 (7) (7) Common Stock 619,852 $0.00 0 I See Footnote(2)
Series F Preferred Stock (8) 04/16/2012 C 2,811,735 (8) (8) Common Stock 792,037 $0.00 0 I See Footnote(2)
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 SOUTH 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 SOUTH EL CAMINO REAL, SUITE 1200

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
Explanation of Responses:
1. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series A Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
2. See attached Exhibit 99.1
3. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
4. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series B-1 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
5. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
6. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
7. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
8. Upon the closing of the Issuer's initial public offering, every 3.55 shares of Series F Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
9. Includes 137,489 shares issued as payment of accrued dividends on the Series F Preferred Stock.
Remarks:
Form 4 filing 2 of 2. See Form 4 filing 1 of 2 for additional members of this joint filing.
See Signatures Included in Exhibit 99.2 04/16/2013
** 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 4 (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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Exhibit 99.1

 

 

(2) The shares of Common Stock issuable upon conversion of the Preferred Stock 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 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 held by Sanderling Ventures Management VI (collectively, the Sanderling VI Shares) and 3,446 shares of common stock held by Middleton-McNeil Retirement Trust. Timothy 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 4 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  
By:   /s/ Timothy J. Wollaeger  
  Timothy J. Wollaeger  
  Managing Director  
     
     
Sanderling Ventures Management VI  
     
By:   /s/ Timothy J. Wollaeger  
  Timothy J. Wollaeger  
Owner