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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
C/O CHIMERIX, INC. |
2505 MERIDIAN PARKWAY, SUITE 340 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC
[ CMRX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2014
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
03/01/2016 |
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P |
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10,000 |
A |
$4.61
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10,000 |
D |
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Commnon Stock |
10/03/2014 |
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G |
V |
57 |
D |
$0.00
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101 |
I |
See Footnote
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Common Stock |
10/03/2014 |
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G |
V |
101 |
D |
$0.00
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0 |
I |
See Footnote
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Common Stock |
10/03/2014 |
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G |
V |
101 |
A |
$0.00
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8,702 |
I |
See Footnote
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Common Stock |
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3,311,400 |
I |
See attached Exhibit 99.1 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
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/s/ Michael Alrutz, Attorney-in-Fact |
03/02/2016 |
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** 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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
The shares of Common Stock are held as follows: 829,046 shares of common stock
held by Sanderling Venture Partners V, L.P., 233,134 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, 199,853 shares of common stock held by
Sanderling V Biomedical Co-Investment Fund, L.P., 329,682 shares of common stock
held by Sanderling Venture Partners V Co-Investment Fund, L.P., 891,189 shares
of common stock held by Sanderling V Strategic Exit Fund, L.P. (collectively,
the Sanderling V Shares), 498,046 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 (collectively, the Sanderling VI Shares),
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.