Sec Form 4 Filing - NIEDEL JAMES @ CHIMERIX INC - 2014-09-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NIEDEL JAMES 2. Issuer Name and Ticker or Trading Symbol CHIMERIX INC [ CMRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEW LEAF VENTURES, TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2014 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/09/2014 S 217,321 D $ 28.72 ( 1 ) 1,326,073 I ( 2 ) See Footnote Common Stock 09/09/2014 S 58,531 D $ 29.67 ( 3 ) 1,267,542 I ( 2 ) See Footnote Common Stock 09/09/2014 X 200,879 A $ 7.26 1,468,421 I ( 2 ) See Footnote Common Stock 09/09/2014 S( 4 ) 51,100 D $ 28.54 1,417,321 I ( 2 ) See Footnote Common Stock 09/10/2014 S 347,188 D $ 29.54 ( 5 ) 1,070,133 I ( 2 ) See Footnote Common Stock 09/10/2014 X 401,758 A $ 7.26 1,471,891 I ( 2 ) See Footnote Common Stock 09/10/2014 S( 6 ) 97,129 D $ 30.03 1,374,762 I ( 2 ) See Footnote Common Stock 09/11/2014 S 328,680 D $ 29.58 ( 7 ) 1,046,082 I ( 2 ) See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant $ 7.26 09/09/2014 X 200,879 ( 8 ) 02/07/2018 Common Stock 200,879 $ 0 ( 4 ) 401,758 I ( 2 ) See Footnote Warrant $ 7.26 09/10/2014 X 401,758 ( 8 ) 02/07/2018 Common Stock 401,758 $ 0 ( 6 ) 0 I ( 2 ) See Footnote

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NIEDEL JAMES C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 NEW YORK, NY10036 X Signatures /s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 09/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price (net of commissions of $0.04 per share). These shares were sold in multiple transactions at prices ranging from $28.50 to $29.49, inclusive. The Reporting Person undertakes to provide to CMRX, any security holder of CMRX, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 3, 5 and 7. ( 2 )The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates"), the sole general partner of NLV II, and New Leaf Venture Management II, L.L.C. ("NLV Management"), the sole general partner of NLV Associates. As an individual manager of NLV Management, along with five other individual managers, the Reporting Person may be deemed to beneficially own the shares to which this Form 4 relate. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )The price reported in Column 4 is a weighted average price (net of commissions of $0.04 per share). These shares were sold in multiple transactions at prices ranging from $29.50 to $29.73, inclusive. ( 4 )On September 9, 2014, NLV II exercised warrants to purchase 200,879 shares of CMRX common stock for $7.26 a share. NLV II paid the exercise price on a cashless basis, resulting in CMRX's withholding of 51,100of the warrant shares to pay the exercise price and issuing to NLV II the remaining 147,779 shares. ( 5 )The price reported in Column 4 is a weighted average price (net of commissions of $0.04 per share). These shares were sold in multiple transactions at prices ranging from $29.16 to $30.03, inclusive. ( 6 )On September 10, 2014, NLV II exercised warrants to purchase 401,758 shares of CMRX common stock for $7.26 a share. NLV II paid the exercise price on a cashless basis, resulting in CMRX's withholding of 97,129 of the warrant shares to pay the exercise price and issuing to NLV II the remaining 304,629 shares. ( 7 )The price reported in Column 4 is a weighted average price (net of commissions of $0.04 per share). These shares were sold in multiple transactions at prices ranging from $29.50 to $30.43, inclusive. ( 8 )The Warrants are immediately exercisable.

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.