MARTHA DEMSKI - 21 Apr 2025 Form 4 Insider Report for CHIMERIX INC (CMRX)

Role
Director
Signature
/s/ Michael Alrutz, Attorney-in-Fact
Issuer symbol
CMRX
Transactions as of
21 Apr 2025
Transactions value $
-$616,070
Form type
4
Filing time
21 Apr 2025, 16:09:31 UTC
Previous filing
19 Feb 2025
Next filing
23 May 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CMRX Common Stock Disposed to Issuer -$616K -72.1K -100% $8.55 0 21 Apr 2025 By the Martha J. Demski Trust u/a 10/01/94 F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -9K -100% 0 21 Apr 2025 Common Stock 9K $3.73 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -9K -100% 0 21 Apr 2025 Common Stock 9K $45.15 Direct F4
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -21K -100% 0 21 Apr 2025 Common Stock 21K $5.53 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -21K -100% 0 21 Apr 2025 Common Stock 21K $4.82 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -21K -100% 0 21 Apr 2025 Common Stock 21K $3.37 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -35K -100% 0 21 Apr 2025 Common Stock 35K $2.85 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -35K -100% 0 21 Apr 2025 Common Stock 35K $7.84 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 21 Apr 2025 Common Stock 50K $1.82 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -60K -100% 0 21 Apr 2025 Common Stock 60K $1.39 Direct F3
transaction CMRX Employee Stock Option (Right to Buy) Disposed to Issuer -60K -100% 0 21 Apr 2025 Common Stock 60K $0.89 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

MARTHA DEMSKI is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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]
F2 [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.
F3 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).
F4 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.