4//SEC Filing
Sherman Michael A. 4
Accession 0001415889-25-011081
CIK 0001117480other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 4:16 PM ET
Size
23.7 KB
Accession
0001415889-25-011081
Insider Transaction Report
Form 4
CHIMERIX INCCMRX
Sherman Michael A.
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2025-04-21$8.55/sh−87,000$743,850→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−700,000→ 0 totalExercise: $9.28Exp: 2031-01-21→ Common Stock (700,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−875,000→ 0 totalExercise: $5.62Exp: 2032-01-17→ Common Stock (875,000 underlying) - Disposition to Issuer
Common Stock
2025-04-21$8.55/sh−102,995$880,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−1,150,000→ 0 totalExercise: $2.09Exp: 2029-04-07→ Common Stock (1,150,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−557,050→ 0 totalExercise: $1.97Exp: 2033-01-16→ Common Stock (557,050 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−60,000→ 0 totalExercise: $0.89Exp: 2034-06-19→ Common Stock (60,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-04-21−632,500→ 0 totalExercise: $2.08Exp: 2030-01-20→ Common Stock (632,500 underlying) - Disposition to Issuer
Common Stock
2025-04-21$8.55/sh−233,413$1,995,681→ 0 total
Footnotes (4)
- [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.
Documents
Issuer
CHIMERIX INC
CIK 0001117480
Entity typeother
Related Parties
1- filerCIK 0001509463
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 4:16 PM ET
- Size
- 23.7 KB