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*
CHAMPSI FARAH

(Last) (First) (Middle)
ONE EMBARCADERO CENTER,
37TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(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)
X Director 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)
X Form filed by One Reporting Person
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 826,474 A (1) 826,474 I See Footnote(2)
Common Stock 04/16/2013 C 688,729 A (3) 1,515,203 I See Footnote(2)
Common Stock 04/16/2013 C 550,982 A (4) 2,161,829(5) 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 D Preferred Stock (1) 04/16/2012 C 2,933,986 (1) (1) Common Stock 826,474 $0.00 0 I See Footnote(2)
Series E Preferred Stock (3) 04/16/2012 C 2,444,990 (3) (3) Common Stock 688,729 $0.00 0 I See Footnote(2)
Series F Preferred Stock (4) 04/16/2012 C 1,955,991 (4) (4) Common Stock 550,982 $0.00 0 I See Footnote(2)
Explanation of Responses:
1. 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.
2. See attached Exhibit 99.1
3. 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.
4. 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.
5. Includes an aggregate of 95,644 shares issued as payment of accrued dividends on the Series F Preferred Stock held as follows: 87,602 shares held by Alta Biopharma Partners III, L.P., 5,883 shares held by Alta Biopharma Partners III GmbH & Co. Beteiligungs KG and 2,159 shares held by Alta Embarcadero Biopharma Partners III, LLC.
/s/ Farah Champsi 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: 1,892,453 shares of common stock held by Alta Biopharma Partners III, L.P., 127,095 shares of common stock held by Alta Biopharma Partners III GmbH & Co. Beteiligungs KG and 46,637 shares of common stock held by Alta Embarcadero Biopharma Partners III, LLC (collectively, the Alta Shares). Alta Partners III, Inc. provides investment advisory services to Alta Biopharma Partners III, L.P., Alta Biopharma Partners III GmbH & Co. Beteiligungs KG and Alta Embarcadero Biopharma Partners III, LLC (collectively, the Alta Funds). The directors of Alta Biopharma Management III, LLC, which is a general partner of Alta Biopharma Partners III, L.P., the managing limited partner of Alta Biopharma Partners III GmbH & Co. Beteiligungs KG, and the manager of Alta Embarcadero Biopharma Partners III, LLC, exercise sole dispositive and voting power over the securities owned by the Alta Funds. The Reporting Person, a director of Alta Biopharma Management III, LLC and a manager of Alta Embarcadero Biopharma Partners III, LLC, may be deemed to beneficially own the securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of her pecuniary interest therein.