SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* LaSpaluto Michelle (Last) (First) (Middle) C/O CHIMERIX, INC. 2505 MERIDIAN PARKWAY, SUITE 100 (Street) DURHAM NC 27713 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHIMERIX INC [ CMRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CHIEF FINANCIAL OFFICER
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/21/2025		D		181,541(1)(2)(3)(4)	D	$8.55	0	D

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 (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
Employee Stock Option (Right to Buy)	$8.06	04/21/2025		D			18,700	(5)	01/07/2026	Common Stock	18,700	(5)	0	D
Employee Stock Option (Right to Buy)	$53.74	04/21/2025		D			1,500	(6)	07/31/2025	Common Stock	1,500	(6)	0	D
Employee Stock Option (Right to Buy)	$53.74	04/21/2025		D			15,000	(6)	07/31/2025	Common Stock	15,000	(6)	0	D
Employee Stock Option (Right to Buy)	$4.51	04/21/2025		D			1,250	(5)	12/14/2026	Common Stock	1,250	(5)	0	D
Employee Stock Option (Right to Buy)	$4.68	04/21/2025		D			13,000	(5)	01/24/2028	Common Stock	13,000	(5)	0	D
Employee Stock Option (Right to Buy)	$2.41	04/21/2025		D			8,098	(5)	01/22/2029	Common Stock	8,098	(5)	0	D
Employee Stock Option (Right to Buy)	$2.49	04/21/2025		D			48,438	(5)	09/25/2029	Common Stock	48,438	(5)	0	D
Employee Stock Option (Right to Buy)	$2.08	04/21/2025		D			62,067	(5)	01/20/2030	Common Stock	62,067	(5)	0	D
Employee Stock Option (Right to Buy)	$9.28	04/21/2025		D			90,000	(6)	01/21/2031	Common Stock	90,000	(6)	0	D
Employee Stock Option (Right to Buy)	$5.62	04/21/2025		D			95,000	(5)	01/17/2032	Common Stock	95,000	(5)	0	D
Employee Stock Option (Right to Buy)	$1.97	04/21/2025		D			64,275	(5)	01/16/2033	Common Stock	64,275	(5)	0	D
Employee Stock Option (Right to Buy)	$1.01	04/21/2025		D			17,000	(5)	11/30/2033	Common Stock	17,000	(5)	0	D
Employee Stock Option (Right to Buy)	$0.93	04/21/2025		D			150,000	(5)	01/31/2034	Common Stock	150,000	(5)	0	D
Employee Stock Option (Right to Buy)	$3.66	04/21/2025		D			250,000	(5)	01/06/2035	Common Stock	250,000	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 4, 2025, by and among Chimerix, Inc. ("Chimerix"), Jazz Pharmaceuticals Public Limited Company ("Parent") and Pinetree Acquisition Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Parent and Purchaser launched a tender offer (the "Offer") for all outstanding shares of common stock of Chimerix (each, a "Share") for an offer price of $8.55 per Share in cash (the "Offer Price"), without interest and subject to reduction for any applicable withholding taxes. The Offer expired at the end of the day, one minute after 11:59 p.m. Eastern Time on April 17, 2025. [continues to Footnote 2]

2. [continues from Footnote 1] On April 21, 2025, following the filing of the certificate of merger with the Secretary of State of the State of Delaware (the "Effective Time"), Purchaser merged with and into Chimerix, with Chimerix continuing as a surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). At the Effective Time , each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price, without any interest and subject to any withholding of applicable taxes.

3. Pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") was cancelled and converted into the right to receive a cash payment equal to the product of (i) the Offer Price and (ii) the total number of Shares subject to such RSU immediately prior to the Effective Time. With respect to any RSUs that are subject to performance-based vesting, acceleration will occur at the greater of (i) 100% target level of performance and (ii) the actual level of performance measured in accordance with the applicable performance goals as of the date of such covered termination (or the closing of the Merger, if later).

4. Includes 8,564 shares acquired under the Issuer's Employee Stock Purchase Plan on March 10, 2025.

5. Pursuant to the Merger Agreement, each option to purchase Shares (each, an "Option") that was outstanding and unexercised as of immediately prior to the Effective Time, which has a per share exercise price that is less than the Offer Price (an "In the Money Option"), to the extent unvested, was accelerated and became fully vested and exercisable. Each outstanding and unexercised vested option (after giving effect to the acceleration treatment set forth in the preceding sentence) at the Effective Time was cancelled and converted into the right to receive a cash payment equal to (i) the excess of (A) the Offer Price over (B) the exercise price payable per Share of such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting).

6. Pursuant to the Merger Agreement, each option to purchase Shares other than an In the Money Option that is then outstanding and unexercised, whether or not vested, was cancelled at the Effective Time with no consideration payable in respect thereof.

Remarks:

The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	/s/ Michael Alrutz, Attorney-in-Fact	04/21/2025
	** Signature of Reporting Person	Date
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