FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CRMX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2013 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (Right to Buy) | $3.16 | 12/31/2013(1) | G | 22,009 | (1) | 04/13/2020 | Common Stock | 22,009 | $0 | 9,783 | D | |||
Stock Option (Right to Buy) | $3.16 | 12/31/2013(1) | G | 22,009 | (1) | 04/13/2020 | Common Stock | 22,009 | $0 | 107,603 | I | See Footnote(4) | ||
Stock Option (Right to Buy) | $2.35 | 12/31/2013(2) | G | 39,612 | (2) | 04/06/2021 | Common Stock | 39,612 | $0 | 70,423 | D | |||
Stock Option (Right to Buy) | $2.35 | 12/31/2013(2) | G | 39,612 | (2) | 04/06/2021 | Common Stock | 39,612 | $0 | 140,844 | I | See Footnote(4) | ||
Stock Option (Right to Buy) | $2.38 | 12/31/2013(3) | G | 22,010 | (3) | 06/12/2022 | Common Stock | 22,010 | $0 | 73,367 | D | |||
Stock Option (Right to Buy) | $2.38 | 12/31/2013(3) | G | 22,010 | (3) | 06/12/2022 | Common Stock | 22,010 | $0 | 44,019 | I | See Footnote(4) |
Explanation of Responses: |
1. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: the shares shall vest in equal monthly installments commencing on the 1st of the month following April 14, 2010 and continuing thereafter for 47 months until the option is fully vested. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis. The shares reported herein reflect shares transferred on June 30, 2013, September 30, 2013 and December 31, 2013. |
2. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: 1/4th of the shares vest one year after April 7, 2011; the remainder of the shares vest in equal monthly installments thereafter over the next three years. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis. The shares reported herein reflect shares transferred on June 30, 2013, September 30, 2013 and December 31, 2013. |
3. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting as follows: the shares vest in 48 equal monthly installments commencing one month after June 13, 2012. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Mr. Moch does not satisfy the option's vesting requirements. Vested shares are transferred to The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012 on a quarterly basis. The shares reported herein reflect shares transferred on June 30, 2013, September 30, 2013 and December 31, 2013. |
4. Held by The 2012 Kenneth Ian Moch Irrevocable GST Trust F/B/O Ellen Gray Stolzman and Descendants dated May 25, 2012. |
/s/ Michael Alrutz, Attorney-in-Fact | 04/07/2014 | |
** 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. |