SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2

(Amendment No.     )

 

 

Chimerix, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

16934W106

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 16934W106   13G   Page 2 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf Ventures II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware Limited Partnership

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No. 16934W106   13G   Page 3 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf Venture Associates II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware Limited Partnership

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No. 16934W106   13G   Page 4 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf Venture Management II, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware Limited Liability Company

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No. 16934W106   13G   Page 5 of 20 Pages

 

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Philippe O. Chambon

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 6 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

James Niedel

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 7 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vijay Lathi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 8 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ronald Hunt

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 9 of 20 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jeani Delagardelle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 10 of 20 Pages

 

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Liam Ratcliffe

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨         (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

2,846,031 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

2,846,031 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,846,031 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 16934W106   13G   Page 11 of 20 Pages

Schedule 13G

 

Item 1(a). Name of Issuer:

Chimerix, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 2505 Meridian Parkway, Suite 340, Durham, North Carolina 27713.

 

Item 2(a). Name of Persons Filing:

This joint statement on Schedule 13G is being filed by New Leaf Ventures II, L.P. (“NLV II”), New Leaf Venture Associates II, L.P. (“NLV Associates”) and New Leaf Venture Management II, L.L.C. (“NLV Management” and together with NLV II and NLV Associates, the “Reporting Entities”) and Philippe O. Chambon (“Chambon”), James Niedel (“Niedel”), Vijay Lathi (“Lathi”), Ronald Hunt (“Hunt”), Jeani Delagardelle (“Delagardelle”) and Liam Ratcliffe (“Ratcliffe” and together with Chambon, Niedel, Lathi, Hunt and Delagardelle the “Managing Directors”). The Reporting Entities and the Managing Directors collectively are referred to as the “Reporting Persons”.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of NLV II, NLV Associates, NLV Management, Chambon, Niedel, Hunt and Ratcliffe is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036. The address of the principal business office of Lathi and Delagardelle is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.

 

Item 2(c). Citizenship:

Each of NLV II and NLV Associates is a limited partnership organized under the laws of the State of Delaware. NLV Management is a limited liability company organized under the laws of the State of Delaware. Each Managing Director is a citizen of the United States.

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”).

 

Item 2(e). CUSIP Number:

16934W106

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


CUSIP No. 16934W106   13G   Page 12 of 20 Pages

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

NLV II is the record owner of the 2,243,394 shares of Common Stock and warrants (the “Warrants”) to purchase an additional 602,637 shares of Common Stock (collectively, the “NLV II Shares”). As the sole general partner of NLV II, NLV Associates may be deemed to own beneficially the NLV II Shares. As the sole general partner of NLV Associates, NLV Management may be deemed to own beneficially the NLV II Shares. As the individual managers of NLV Management, each of the Managing Directors also may be deemed to own beneficially the NLV II Shares.

 

  (b) Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 26,420,393 shares of Common Stock reported by the Issuer to be outstanding as of November 1, 2013 on Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2013 plus 602,637 shares of Common Stock issuable upon exercise of the Warrants.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: see line 5 of cover sheets.

 

  (ii) Shared power to vote or to direct the vote: see line 6 of cover sheets.

 

  (iii) Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.

 

  (iv) Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.


CUSIP No. 16934W106   13G   Page 13 of 20 Pages

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).


CUSIP No. 16934W106   13G   Page 14 of 20 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014

NEW LEAF VENTURES II, L.P.

 

By:   NEW LEAF VENTURE ASSOCIATES II, L.P.
  General Partner
  By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
  General Partner
    By:  

/s/ Craig L. Slutzkin

    Craig L. Slutzkin
    Chief Financial Officer

 

NEW LEAF VENTURE ASSOCIATES II, L.P.
By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
  General Partner
  By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer
NEW LEAF VENTURE MANAGEMENT II, L.L.C.
By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer

*

Philippe O. Chambon

*

James Niedel

*

Vijay Lathi


CUSIP No. 16934W106   13G   Page 15 of 20 Pages

 

*

Ronald Hunt

*

Jeani Delagardelle

*

Liam Ratcliffe

 

/s/ Craig L. Slutzkin

Craig L. Slutzkin

As attorney-in-fact

 

* This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.


CUSIP No. 16934W106   13G   Page 16 of 20 Pages

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Chimerix, Inc.

Date: February 14, 2014

 

NEW LEAF VENTURES II, L.P.
By:   NEW LEAF VENTURE ASSOCIATES II, L.P.
  General Partner
  By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
    General Partner
    By:  

/s/ Craig L. Slutzkin

    Craig L. Slutzkin
    Chief Financial Officer
NEW LEAF VENTURE ASSOCIATES II, L.P.
By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
  General Partner
  By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer
NEW LEAF VENTURE MANAGEMENT II, L.L.C.
By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer

*

Philippe O. Chambon

*

James Niedel

*

Vijay Lathi


CUSIP No. 16934W106   13G   Page 17 of 20 Pages

 

*

Ronald Hunt

*

Jeani Delagardelle

*

Liam Ratcliffe

 

/s/ Craig L. Slutzkin

Craig L. Slutzkin

As attorney-in-fact

 

* This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 2.


CUSIP No. 16934W106   13G   Page 18 of 20 Pages

EXHIBIT 2

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.

 

By:  

/s/ Vijay K. Lathi

  Vijay K. Lathi
By:  

/s/ James Niedel

  James Niedel

Dated: October 5, 2005


CUSIP No. 16934W106   13G   Page 19 of 20 Pages

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his/her true and lawful attorney-in-fact and agent for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.

 

By:  

/s/ Philippe O. Chambon

  Philippe O. Chambon
By:  

/s/ Jeani Delagardelle

  Jeani Delagardelle
By:  

/s/ Ronald Hunt

  Ronald Hunt

Dated: September 29, 2006


CUSIP No. 16934W106   13G   Page 20 of 20 Pages

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to any and all Securities and Exchange Commission filings which may be required, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.

 

By:  

/s/ Liam Ratcliffe

  Liam Ratcliffe

Dated: April 9, 2012