| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CMRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/21/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 01/21/2014 | J | 861,663 | D | $0 | 1,723,327 | D | |||
| Common Stock(2) | 01/21/2014 | J | 8,616 | D | $0 | 0 | D | |||
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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) | 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares were held directly by Canaan VII L.P. (the "Canaan Fund"). On January 21, 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 January 21, 2014, Canaan VII received 8,616 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/ Guy M. Russo, Attorney-in-Fact | 01/23/2014 | |
| Canaan Partners VII LLC By: /s/ Guy M. Russo, Attorney-in-Fact | 01/23/2014 | |
| ** 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. | ||
| 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
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:
January 21, 2014
Signatures of Joint Filers:
| Canaan VII L.P. | ||
| By: Canaan Partners VII LLC | ||
| Its Sole General Partner | ||
| By: | /s/ Guy M. Russo | |
| Attorney-in-Fact | ||
| Canaan Partners VII LLC | ||
| By: | /s/ Guy M. Russo | |
| Attorney-in-Fact | ||