ChemoCentryx Form 4 / Thomas J. Schall ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Schall Thomas J.

(Last)

(First)

(Middle)

C/O CHEMOCENTRYX, INC.

835 INDUSTRIAL ROAD, SUITE 600

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ChemoCentryx, Inc. [ CCXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2022		D		2,393,352	D	⁽¹⁾⁽²⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$29.83	10/20/2022		D			4,192	⁽³⁾	⁽³⁾	Common Stock	4,192	⁽³⁾	0	D
Stock Option	$29.83	10/20/2022		D			188,408	⁽³⁾	⁽³⁾	Common Stock	188,408	⁽³⁾	0	D
Stock Option	$46.59	10/20/2022		D			2,502	⁽³⁾	⁽³⁾	Common Stock	2,502	⁽³⁾	0	D
Stock Option	$46.59	10/20/2022		D			68,998	⁽³⁾	⁽³⁾	Common Stock	68,998	⁽³⁾	0	D
Stock Option	$11.02	10/20/2022		D			7,912	⁽³⁾	⁽³⁾	Common Stock	7,912	⁽³⁾	0	D
Stock Option	$11.02	10/20/2022		D			222,088	⁽³⁾	⁽³⁾	Common Stock	222,088	⁽³⁾	0	D
Stock Option	$10.86	10/20/2022		D			11,693	⁽³⁾	⁽³⁾	Common Stock	11,693	⁽³⁾	0	D
Stock Option	$10.86	10/20/2022		D			278,307	⁽³⁾	⁽³⁾	Common Stock	278,307	⁽³⁾	0	D
Stock Option	$6.62	10/20/2022		D			262,431	⁽³⁾	⁽³⁾	Common Stock	262,431	⁽³⁾	0	D
Stock Option	$6.62	10/20/2022		D			17,569	⁽³⁾	⁽³⁾	Common Stock	17,569	⁽³⁾	0	D
Stock Option	$3.57	10/20/2022		D			285,812	⁽³⁾	⁽³⁾	Common Stock	285,812	⁽³⁾	0	D
Stock Option	$3.57	10/20/2022		D			14,188	⁽³⁾	⁽³⁾	Common Stock	14,188	⁽³⁾	0	D
Stock Option	$8.19	10/20/2022		D			406,175	⁽³⁾	⁽³⁾	Common Stock	406,175	⁽³⁾	0	D
Stock Option	$8.19	10/20/2022		D			13,825	⁽³⁾	⁽³⁾	Common Stock	13,825	⁽³⁾	0	D
Stock Option	$7.1	10/20/2022		D			8,231	⁽³⁾	⁽³⁾	Common Stock	8,231	⁽³⁾	0	D
Stock Option	$7.1	10/20/2022		D			386,769	⁽³⁾	⁽³⁾	Common Stock	386,769	⁽³⁾	0	D
Stock Option	$14.28	10/20/2022		D			7,002	⁽³⁾	⁽³⁾	Common Stock	7,002	⁽³⁾	0	D
Stock Option	$14.28	10/20/2022		D			27,998	⁽³⁾	⁽³⁾	Common Stock	27,998	⁽³⁾	0	D
Restricted Stock Unit	⁽⁴⁾	10/20/2022		D			239,934	⁽⁴⁾	⁽⁴⁾	Common Stock	239,934	⁽⁴⁾	0	D

Explanation of Responses:

1. Reflects the disposition of securities pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 2022, among Amgen Inc. ("Parent"), Carnation Merger Sub, Inc. ("Merger Sub") and ChemoCentryx, Inc. (the "Company"), pursuant to which, on October 20, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Shares," and each such share, a "Share") (other than any such Shares (i) held by the Company as treasury stock or owned by Parent or Merger Sub, (ii) held by any subsidiary of the Company or Parent (other than Merger Sub) or (iii) as to which appraisal rights have been properly exercised,

2. (Continued from Footnote 1) and not withdrawn, in accordance with the Delaware General Corporation Law) was thereupon canceled and converted into the right to receive $52.00 in cash, without interest (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any Shares.

3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the Effective Time vested in full and was canceled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the number of Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the exercise price of such Company Option.

4. At the Effective Time, each restricted stock unit of the Company held by the Reporting Person that was outstanding immediately prior to the Effective Time and that was (A) granted prior to August 3, 2022 or granted after August 3, 2022 and specified in the disclosure schedules delivered by the Company to Parent in connection with the Merger Agreement and/or (B) granted to a non-employee member of the Board became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes and without interest, equal to (x) the total number of Shares underlying such restricted stock unit multiplied by (y) $52.00. The restricted stock units did not have an expiration date.

Remarks:

	/s/ Susan M. Kanaya, as Attorney-in-Fact	10/20/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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ChemoCentryx (CCXI) Form 4ChemoCentryx / Thomas J. Schall ownership change