Edgar Filing: SANDERLING V LTD PARTNERSHIP

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Sanderling Venture Partners V, LP

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2013

3. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [CMRX]

(Last)

(First)

(Middle)

400 SOUTH EL CAMINO REAL,Â SUITE 1200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN MATEO,Â CAÂ 94402

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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)
Common Stock	112,674	I	SEE FOOTNOTE ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	183,096	$ ⁽²⁾	I	SEE FOOTNOTE ⁽¹⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	474,330	$ ⁽³⁾	I	SEE FOOTNOTE ⁽¹⁾
Series B-1 Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	469,480	$ ⁽⁴⁾	I	SEE FOOTNOTE ⁽¹⁾
Series C Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	695,496	$ ⁽⁵⁾	I	SEE FOOTNOTE ⁽¹⁾
Series D Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	771,372	$ ⁽⁶⁾	I	SEE FOOTNOTE ⁽¹⁾
Series E Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	619,852	$ ⁽⁷⁾	I	SEE FOOTNOTE ⁽¹⁾
Series F Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	792,037	$ ⁽⁸⁾	I	SEE FOOTNOTE ⁽¹⁾
Warrants	Â ⁽⁹⁾	02/11/2018	Common Stock	198,008	$ 7.26	I	SEE FOOTNOTE ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sanderling Venture Partners V, LP 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â
SANDERLING V BIOMEDICAL LP Â	Â	Â X	Â	Â
SANDERLING V LTD PARTNERSHIP 400 SOUTH EL CAMINO REAL STE 1200 SAN MATEO,Â CAÂ 94402-1708	Â	Â X	Â	Â
SANDERLING V BETEILIGUNGS GMBH & CO KG 400 SOUTH EL CAMINO REAL STE 1200 SAN MATEO,Â CAÂ 94402-1708	Â	Â X	Â	Â
SANDERLING VENTURES MANAGEMENT V 400 SOUTH EL CAMINO REAL STE 1200 SAN MATEO,Â CAÂ 94402-1708	Â	Â X	Â	Â
SANDERLING V BIOMEDICAL CO INVESTMENT FUND LP 400 SOUTH EL CAMINO REAL STE 1200 SAN MATEO,Â CAÂ 94402-1708	Â	Â X	Â	Â
Sanderling Venture Partners V Co Investment Fund, LP 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â
Sanderling V Strategic Exit Fund LP 400 SOUTH EL CAMINO REAL SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â
Sanderling Venture Partners VI Co Investment Fund LP 400 SOUTH EL CAMINO REAL STE 1200 SAN MATEO,Â CAÂ 94402-1708	Â	Â X	Â	Â
Sanderling VI Beteiligungs GmbH & Co KG 400 SOUTH EL CAMINO REAL, SUITE 1200 SAN MATEO,Â CAÂ 94402	Â	Â X	Â	Â

Signatures

See Signatures Included in Exhibit 99.2		04/10/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	See attached Exhibit 99.1.
(2)	The Series A 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 A Preferred Stock, for no additional consideration.
(3)	The Series B 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 B Preferred Stock, for no additional consideration.
(4)	The Series B-1 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 B-1 Preferred Stock, for no additional consideration.
(5)	The Series C 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 C Preferred Stock, for no additional consideration.
(6)	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.
(7)	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.
(8)	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.
(9)	The warrants are immediately exercisable.
Â Remarks: FormÂ 3Â filingÂ 1Â ofÂ 2.Â SeeÂ FormÂ 3Â filingÂ 2Â ofÂ 2Â forÂ additionalÂ membersÂ ofÂ thisÂ jointÂ filing.

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