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* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (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) 04/10/2013
			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)

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)(4)
Warrant	(3)	02/07/2018	Common Stock	602,637	7.26	I	See Footnote(2)(4)

1. Name and Address of Reporting Person* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Leaf Venture Associates II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Leaf Venture Management II, L.L.C. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* Chambon Philippe O. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* HUNT RONALD (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ratcliffe Liam (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* Delagardelle Jeani (Last) (First) (Middle) C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Lathi Vijay K (Last) (First) (Middle) C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

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. The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates"), the sole general partner of NLV II, and New Leaf Venture Management II, L.L.C. ("NLV Management"). Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi, James Niedel and Liam Ratcliffe are the individual managers of NLV Management (the "Individual Managers" and together with NLV Associates and NLV Management, the "Indirect Reporting Persons"). NLV Associates and NLV Management disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. As one of six individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his economic interest.

3. The Warrant is immediately exercisable.

4. The Indirect Reporting Persons were erroneously omitted from the Reporting Person's original Form 3, and also were omitted from two Form 4s filed by the Reporting Person after its original Form 3 was filed.

Remarks:

	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P.	03/20/2014
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P.	03/20/2014
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C.	03/20/2014
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon	03/20/2014
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt	03/20/2014
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle	03/20/2014
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe	03/20/2014
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi	03/20/2014
	** 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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