| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CMRX | Common Stock | Disposed to Issuer | -$342K | -40K | -100% | $8.55 | 0 | Apr 21, 2025 | Fred A. Middleton Separate Property Trust | F1, F2 |
| transaction | CMRX | Common Stock | Disposed to Issuer | -$513K | -60K | -100% | $8.55 | 0 | Apr 21, 2025 | Middleton Childrens 2015 Irrevocable Trust | F1, F2 |
| transaction | CMRX | Common Stock | Disposed to Issuer | -$23.7M | -2.78M | -100% | $8.55 | 0 | Apr 21, 2025 | See footnote | F1, F2, F3, F4 |
| transaction | CMRX | Common Stock | Disposed to Issuer | -$4.55M | -532K | -100% | $8.55 | 0 | Apr 21, 2025 | See footnote | F1, F2, F4, F5 |
| transaction | CMRX | Common Stock | Disposed to Issuer | -$1.77M | -208K | -100% | $8.55 | 0 | Apr 21, 2025 | Direct | F1, F2 |
| 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 | -42K | -100% | 0 | Apr 21, 2025 | Common Stock | 42K | $5.25 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -21K | -100% | 0 | Apr 21, 2025 | Common Stock | 21K | $4.82 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -21K | -100% | 0 | Apr 21, 2025 | Common Stock | 21K | $3.37 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -35K | -100% | 0 | Apr 21, 2025 | Common Stock | 35K | $2.85 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -35K | -100% | 0 | Apr 21, 2025 | Common Stock | 35K | $7.84 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -50K | -100% | 0 | Apr 21, 2025 | Common Stock | 50K | $1.82 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -60K | -100% | 0 | Apr 21, 2025 | Common Stock | 60K | $1.39 | Direct | F6 | ||
| transaction | CMRX | Employee Stock Option (Right to Buy) | Disposed to Issuer | -60K | -100% | 0 | Apr 21, 2025 | Common Stock | 60K | $0.89 | Direct | F6 |
Fred A. Middleton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | The securities are held as follows: 829,046 shares of common stock held by Sanderling Venture Partners V, L.P., 233,134 shares of common stock held by Sanderling V Biomedical, L.P., 155,143 shares of common stock held by Sanderling V Limited Partnership, 138,046 shares of common stock held by Sanderling V Beteiligungs GmbH & Co. KG, 199,853 shares of common stock held by Sanderling V Biomedical Co-Investment Fund, L.P., 329,682 shares of common stock held by Sanderling Venture Partners V Co-Investment Fund, L.P. and 891,189 shares of common stock held by Sanderling V Strategic Exit Fund, L.P. (collectively, the Sanderling V Shares). |
| F4 | The Reporting Person, a director of Sanderling Ventures, may be deemed to beneficially own the Sanderling V Shares and the Sanderling VI Shares (as defined herein). The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| F5 | The securities are held as follows: 498,046 shares of common stock held by Sanderling Venture Partners VI Co-Investment Fund, L.P., 15,431 shares of common stock held by Sanderling VI Beteiligungs GmbH & Co. KG and 18,384 shares of common stock held by Sanderling VI Limited Partnership (collectively, the Sanderling VI Shares). |
| F6 | 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). |
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.