Sec Form 4 Filing - Alrutz Michael Albert @ CHIMERIX INC - 2025-04-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Alrutz Michael Albert 2. Issuer Name and Ticker or Trading Symbol CHIMERIX INC [ CMRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP AND GENERAL COUNSEL (Last) (First) (Middle) C/O CHIMERIX, INC., 2505 MERIDIAN PARKWAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2025 (Street) DURHAM, NC27713 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/21/2025 D 216,689 ( 1 ) ( 2 ) ( 3 ) ( 4 ) D $ 8.55 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 8.06 04/21/2025 D 178,000 ( 5 ) 01/08/2026 Common Stock 178,000 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 53.74 04/21/2025 D 15,000 ( 6 ) 08/01/2025 Common Stock 15,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 5.14 04/21/2025 D 45,750 ( 5 ) 01/24/2027 Common Stock 45,750 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 4.68 04/21/2025 D 135,000 ( 5 ) 01/25/2028 Common Stock 135,000 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 2.41 04/21/2025 D 176,000 ( 5 ) 01/23/2029 Common Stock 176,000 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 2.08 04/21/2025 D 165,000 ( 5 ) 01/21/2030 Common Stock 165,000 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 9.28 04/21/2025 D 170,000 ( 6 ) 01/22/2031 Common Stock 170,000 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 5.62 04/21/2025 D 200,000 ( 5 ) 01/18/2032 Common Stock 200,000 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 1.97 04/21/2025 D 128,550 ( 5 ) 01/16/2033 Common Stock 128,550 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 0.93 04/21/2025 D 131,250 ( 5 ) 01/31/2034 Common Stock 131,250 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 3.66 04/21/2025 D 250,000 ( 5 ) 01/06/2035 Common Stock 250,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alrutz Michael Albert C/O CHIMERIX, INC. 2505 MERIDIAN PARKWAY, SUITE 100 DURHAM, NC27713 SVP AND GENERAL COUNSEL Signatures /s/ Michael Alrutz 04/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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] ( 2 )[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. ( 3 )Pursuant to the Merger Agreement, each outstanding restricted stock unit award ("RSU") was cancelled and converted into the right to receive a cash payment equal to the product of (i) the Offer Price and (ii) the total number of Shares subject to such RSU immediately prior to the Effective Time. With respect to any RSUs that are subject to performance-based vesting, acceleration will occur at the greater of (i) 100% target level of performance and (ii) the actual level of performance measured in accordance with the applicable performance goals as of the date of such covered termination (or the closing of the Merger, if later). ( 4 )Includes 3,093 shares acquired under the Issuer's Employee Stock Purchase Plan on March 10, 2025. ( 5 )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). ( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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