Form 4: Chimerix Director Meyer Reports Disposal of Shares and Options Following Merger with Jazz Pharmaceuticals

Robert J. Meyer, a director of Chimerix, reported the disposal of common stock and stock options due to the merger with Jazz Pharmaceuticals, where Chimerix became a wholly-owned subsidiary.

Summary

• On April 21, 2025, Robert J. Meyer, a director of Chimerix, filed a Form 4 detailing changes in beneficial ownership.
• The filing reports the disposal of 35,150 shares of common stock at a price of $8.55 per share due to the merger agreement with Jazz Pharmaceuticals.
• Meyer also disposed of multiple employee stock options with varying exercise prices and expiration dates as part of the merger.
• The merger involved Jazz Pharmaceuticals acquiring Chimerix through a tender offer and subsequent merger of a subsidiary into Chimerix.
• Each outstanding share was cancelled in exchange for the right to receive $8.55 per share in cash.
• In-the-money options were accelerated, vested, and then cancelled in exchange for a cash payment based on the difference between the offer price and the exercise price.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The merger provided a defined cash value to shareholders and option holders, which is generally viewed favorably. The document is simply reporting the execution of a previously announced transaction.

Positives

• The merger provided Chimerix shareholders, including Robert J. Meyer, with a cash payment of $8.55 per share.
• In-the-money options held by Meyer were converted into cash, providing additional value.

Negatives

• Meyer no longer holds shares or options in Chimerix due to the merger.

Future Outlook

The document does not contain forward-looking statements regarding the future outlook of the company, as Chimerix is now a wholly-owned subsidiary of Jazz Pharmaceuticals.

Management Comments

• 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.

Industry Context

The acquisition of Chimerix by Jazz Pharmaceuticals reflects a trend of consolidation in the pharmaceutical industry, where larger companies acquire smaller firms with promising drug candidates or technologies.

Stakeholder Impact

• Shareholders received $8.55 per share.
• Option holders with in-the-money options received a cash payment.

Key Dates

Keywords

Merger, Chimerix, Jazz Pharmaceuticals, Form 4, Beneficial Ownership, Stock Options, Common Stock, Director, Meyer, CMRX