| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/10/2013 |
3. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CMRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 D Preferred Stock | (1) | (1) | Common Stock | 1,227,314 | (1) | I | See Footnote(2) |
| Series E Preferred Stock | (3) | (3) | Common Stock | 826,474 | (3) | I | See Footnote(2) |
| Series F Preferred Stock | (4) | (4) | Common Stock | 847,136 | (4) | I | See Footnote(2) |
| Warrant | (5) | 02/07/2018 | Common Stock | 211,783 | 7.26 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series D 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 D Preferred Stock, for no additional consideration. |
| 2. Canaan Partners VII LLC (Canaan VII) is the sole General Partner of Canaan VII L.P. (together with Canaan VII, the "Canaan Entities") and each may be deemed to have sole voting and investment power over the securities held by the Reporting Person. Wende S. Hutton, a manager of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors. |
| 3. The Series E 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 E Preferred Stock, for no additional consideration |
| 4. 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 |
| 5. The warrant is immediately exercisable. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney, Exhibit 99.1 - Joint Filer Information |
| Canaan VII L.P., By: Canaan Partners VII LLC, its general partner, By: /s/ Jaime Slocum, Attorney-in-Fact | 04/10/2013 | |
| Canaan Partners VII LLC, By: /s/ Jaime Slocum, Attorney-in-Fact | 04/10/2013 | |
| ** 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 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). | ||
| 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 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, and if such undersigned is not a natural person, acting by and through one of its authorized representatives, hereby constitutes and appoints each of Guy M. Russo and Jaime Slocum as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual (if applicable) or in the undersigned’s capacity as a general partner or authorized signatory, as the case may be, on behalf of any of Canaan Equity II L.P., Canaan Equity II Entrepreneurs LLC, Canaan Equity II L.P (QP), Canaan Equity Partners II LLC, Canaan Equity III L.P., Canaan Equity III Entrepreneurs LLC, Canaan Equity Partners III LLC, Canaan VII L.P., Canaan Partners VII LLC, Canaan VIII L.P., Canaan Partners VIII LLC, Canaan IX L.P. and Canaan Partners IX LLC, in each case pursuant to the Securities Act of 1933, as amended, (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including filings pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D and Schedule 13G) of the Exchange Act) and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Securities Act, the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the undersigned might or could do in person thereby, and ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above.
Each of the undersigned may execute this power of attorney in separate counterparts, and each counterpart shall be deemed to be an original instrument. This agreement shall be effective as to each of the undersigned as of the date signed by that signatory.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the respective dates set forth below.
| Dated: 7/25/12 | Canaan VII L.P. |
| By: /s/ Guy M. Russo | |
| Name: Guy M. Russo | |
| Title: Member/Manager | |
| Dated: 7/25/12 | Canaan Partners VII LLC |
| By: /s/ Guy M. Russo | |
| Name: Guy M. Russo | |
| Title: Member/Manager |
Exhibit 99.1
FORM 3 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
Westford, CT 06880
Designated Filer:
Canaan VII L.P.
Issuer and Ticker Symbol:
Chimerix, Inc. [CMRX]
Date of Event:
April 10, 2013
Signatures of Joint Filers:
Canaan VII L.P.
By: Canaan Partners VII LLC
Its General Partner
| By: | /s/ Jaime Slocum | |
| Attorney-in-Fact |
Canaan Partners VII LLC
| By: | /s/ Jaime Slocum | |
| Attorney-in-Fact |