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*
Canaan VII L P

(Last) (First) (Middle)
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(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)
03/26/2014
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(1) 03/26/2014 J 861,663 D $0 861,664 D
Common Stock(2) 03/26/2014 J 8,617 D $0 0 D
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
1. Name and Address of Reporting Person*
Canaan VII L P

(Last) (First) (Middle)
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Canaan Partners VII LLC

(Last) (First) (Middle)
285 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. These shares were held directly by Canaan VII L.P. (the "Canaan Fund"). On March 26, 2014, the Canaan Fund distributed 861,663 shares of the Issuer's Common Stock, pro-rata, to its partners for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. Canaan Partners VII LLC ("Canaan VII" and together with Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting and investment power over the securities held by the Canaan Fund. Wende S. Hutton, a manager of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors
2. These shares were held directly by Canaan VII. On March 26, 2014, Canaan VII received 8,617 shares of the Issuer's Common Stock as a result of the pro-rata distribution by the Canaan Fund for no consideration. Canaan VII then immediately distributed all such shares pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
Canaan VII L.P. By: Canaan Partners VII LLC, its general partner By: /s/ Jaime Slocum, Attorney-in-Fact 03/28/2014
Canaan Partners VII LLC By: /s/ Jaime Slocum, Attorney-in-Fact 03/28/2014
** 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 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).
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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Exhibit 99

 

Form 4 Joint Filer Information

Names of Joint Filers:

 

Canaan VII L.P.

 

Canaan Partners VII LLC

 

 

 

Address of Joint Filers:

 

c/o Canaan Partners

 

285 Riverside Avenue, Suite 250

 

Westport, CT 06880

 

 

 

Designated Filer:

 

Canaan VII L.P.

 

Issuer and Ticker Symbol:

 

Chimerix, Inc. [CMRX]

 

Date of Event:

 

March 26, 2014

 

 

 

Signatures of Joint Filers:

 

Canaan VII L.P.  
   
By: Canaan Partners VII LLC  
Its Sole General Partner  
   
By: /s/ Jaime Slocum  
  Attorney-in-Fact  
     
Canaan Partners VII LLC  
   
By: /s/ Jaime Slocum  
  Attorney-in-Fact