Chimerix, Inc.
CHIMERIX INC (Form: 4, Received: 04/16/2013 16:37:29)
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

A.M. Pappas Life Science Ventures IV LP
2. Issuer Name and Ticker or Trading Symbol

CHIMERIX INC [ CMRX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Stockholder
(Last)          (First)          (Middle)

P.O. BOX 110287
3. Date of Earliest Transaction (MM/DD/YYYY)

4/16/2013
(Street)

RESEARCH TRIANGLE PARK,, NC 27709
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/16/2013     C    892591   A   (1) 1047535   (3) I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 F Preferred Stock     (1) 4/16/2012     C         3168706      (1)   (1) Common Stock   892591   $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 F 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)  Includes 154,944 shares issued as payment of accrued dividends on the Series F Preferred Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
A.M. Pappas Life Science Ventures IV LP
P.O. BOX 110287
RESEARCH TRIANGLE PARK,, NC 27709



Stockholder
PV IV CEO Fund, L.P.
P.O. BOX 110287
RESEARCH TRIANGLE PARK,, NC 277709



Stockholder
A.M. Pappas Life Science Ventures III, L.P.
P.O. BOX 110287
RESEARCH TRIANGLE PARK,, NC 277709



Stockholder
PV III CEO Fund, L.P.
P.O. BOX 110287
RESEARCH TRIANGLE PARK,, NC 277709



Stockholder

Signatures
: See Signatures Included in Exhibit 99.2 4/16/2013
** 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: 657,437 shares of common stock held by A.M. Pappas Life Science Ventures IV, L.P., 31,291 shares of common stock held by PV IV CEO Fund, L.P., 191,931 shares of common stock held by A.M. Pappas Life Science Ventures III, L.P. and 11,932 shares of common stock held by PV III CEO Fund, L.P. AMP&A Management IV, LLC is the general partner of each of A. M. Pappas Life Science Ventures IV, L.P. and PV IV CEO Fund, L.P. (collectively, the IV Funds), and AMP&A Management III, LLC is the general partner of each of A. M. Pappas Life Science Ventures III, L.P. and PV III CEO Fund, L.P. (collectively with the IV Funds, the Funds), and each of AMP&A Management IV, LLC and AMP&A Management III, LLC has a management agreement with A. M. Pappas & Associates, LLC whereby A. M. Pappas & Associates, LLC provides management services for the Funds. As a result, A. M. Pappas & Associates, LLC’s investment committee exercises sole dispositive and voting power over the securities owned by the Funds. By virtue of these relationships, AMP&A Management IV, LLC, AMPA& Management III, LLC and A. M. Pappas & Associates, LLC may be deemed to beneficially own the securities owned directly by the Funds. Each of the foregoing entities disclaims beneficial ownership of such securities except to the extent of each of its pecuniary interest therein.

 

 

Exhibit 99.2

 

Signature of Reporting Persons:

 

This statement on Form 4 is filed by A.M. Pappas Life Science Ventures IV, L.P., PV IV CEO Fund, L.P., A.M. Pappas Life Science Ventures III, L.P. and PV III CEO Fund, L.P. The principal business address of each of the reporting persons is c/o A.M. Pappas & Associates, LLC, P.O. Box 110287, Research Triangle Park, NC 27709. The reporting entities disclaim beneficial ownership of the securities listed herein except to the extent of their pecuniary interest therein.

 

A.M. Pappas Life Science Ventures IV, L.P.  
By:  AMP&A Management IV, LLC  
     
By:  /s/ Ford S. Worthy  
Name: Ford S. Worthy  
Title: Partner & CFO, A.M. Pappas &  
Associates, LLC  
     
PV IV CEO Fund, L.P.  
     
By:  /s/ Ford S. Worthy  
Name:  Ford S. Worthy  
Title: Partner & CFO, A.M. Pappas &  
  Associates, LLC  
     
A.M. Pappas Life Science Ventures III, L.P.  
     
By:  /s/ Ford S. Worthy  
Name: Ford S. Worthy  
Title: Partner & CFO, A.M. Pappas &  
  Associates, LLC  
     
PV III CEO Fund, L.P.  
   
By: /s/ Ford S. Worthy  
Name: Ford S. Worthy  
Title: Partner & CFO, A.M. Pappas &  
  Associates, LLC