Sec Form 5 Filing - MOCH KENNETH I @ CHIMERIX INC - 2013-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
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1. Name and Address of Reporting Person
MOCH KENNETH I
2. Issuer Name and Ticker or Trading Symbol
CHIMERIX INC [ CRMX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O CHIMERIX, INC., 2505 MERIDIAN PARKWAY, SUITE 340
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2013
(Street)
DURHAM, NC27713
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
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
Stock Option (Right to Buy) $ 3.16 12/31/2013( 1 ) G V 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 V 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 V 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 V 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 V 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 V 22,010 ( 3 ) 06/12/2022 Common Stock 22,010 $ 0 44,019 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOCH KENNETH I
C/O CHIMERIX, INC.
2505 MERIDIAN PARKWAY, SUITE 340
DURHAM, NC27713
X President and CEO
Signatures
/s/ Michael Alrutz, Attorney-in-Fact 04/07/2014
Signature of Reporting Person Date
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.

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