-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OEAv4Fojithyrv141UZrV1gu/bWGl/tO4CD2yeFzqHJeWDIRbTY5yMl54cduHXau mLeWCOn2vKvidproOfcCiQ== 0000902664-08-002505.txt : 20080808 0000902664-08-002505.hdr.sgml : 20080808 20080808132114 ACCESSION NUMBER: 0000902664-08-002505 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080806 FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: (919) 419-6050 MAIL ADDRESS: STREET 1: 3500 PARAMOUNT PARKWAY CITY: MORRISVILLE STATE: NC ZIP: 27560 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Healey Joseph Patrick CENTRAL INDEX KEY: 0001343779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001573 BUSINESS ADDRESS: BUSINESS PHONE: 212-622-7880 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Arthur Bruce CENTRAL INDEX KEY: 0001343780 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001574 BUSINESS ADDRESS: BUSINESS PHONE: 212-622-7881 MAIL ADDRESS: STREET 1: 12 SOUTH MAIN STREET STREET 2: SUITE #203 CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALTHCOR L P CENTRAL INDEX KEY: 0001337961 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001575 BUSINESS ADDRESS: STREET 1: 280 PARK AVE 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-622-7884 MAIL ADDRESS: STREET 1: 280 PARK AVE 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Group, LLC CENTRAL INDEX KEY: 0001409307 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001577 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Capital, L.P. CENTRAL INDEX KEY: 0001409308 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001579 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Management, L.P. CENTRAL INDEX KEY: 0001343781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001580 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-622-7888 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Offshore, Ltd. CENTRAL INDEX KEY: 0001354427 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001576 BUSINESS ADDRESS: STREET 1: P.O. BOX 309GT, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212-622-7888 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Hybrid Offshore CENTRAL INDEX KEY: 0001409306 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001581 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET, 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Associates, LLC CENTRAL INDEX KEY: 0001409305 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 081001578 BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227726 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 4 1 p08-1241form4_ex.xml X0303 4 2008-08-06 0 0000911326 TRIMERIS INC TRMS 0001343781 HealthCor Management, L.P. 152 WEST 57TH STREET, 47TH FLOOR NEW YORK NY 10019 1 0 1 0 0001409308 HealthCor Capital, L.P. CARNEGIE HALL TOWER 152 WEST 57TH STREET, 47TH FLOOR NEW YORK NY 10019 1 0 1 0 0001409306 HealthCor Hybrid Offshore CARNEGIE HALL TOWER 152 WEST 57TH STREET, 47TH FLOOR NEW YORK NY 10019 1 0 1 0 0001409305 HealthCor Associates, LLC CARNEGIE HALL TOWER 152 WEST 57TH STREET NEW YORK NY 10019 1 0 1 0 0001409307 HealthCor Group, LLC CARNEGIE HALL TOWER 152 WEST 57TH STREET, 47TH FLOOR NEW YORK NY 10019 1 0 1 0 0001354427 HealthCor Offshore, Ltd. C/O HEALTHCOR MANAGMENT, L.P. 152 WEST 57TH STREET, 47TH FLOOR NEW YORK NY 10019 1 0 1 0 0001337961 HEALTHCOR L P 280 PARK AVE 39TH FL NEW YORK NY 10017 1 0 1 0 0001343780 Cohen Arthur Bruce 12 SOUTH MAIN STREET SUITE #203 NORWALK CT 06854 1 0 1 0 0001343779 Healey Joseph Patrick 152 WEST 57TH STREET 47TH FLOOR NEW YORK NY 10019 1 0 1 0 Director Stock Option (Right to Buy) 6.53 2008-08-06 4 D 0 40000 0 D Common Stock 40000 20000 I See footnote (2) below Director Stock Option (Right to Buy) 5.39 2008-08-06 4 A 0 40000 0 A Common Stock 40000 60000 I See footnote (2) below HealthCor Management, L.P. is the investment manager of HealthCor, L.P., HealthCor Offshore, Ltd. and HealthCor Hybrid Offshore, Ltd. which are the direct beneficial owners of the securities referred to herein. The general partner of HealthCor, L.P. is HealthCor Capital, L.P. and the general partner of HealthCor Capital, L.P. is HealthCor Group, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and Arthur Cohen and Joseph Healey are the Managers of HealthCor Associates, LLC (Mr. Healey and Mr. Cohen, together with the Healthcor entities, may be called the "Healthcor Group"). The Healthcor Group is the direct beneficial owner of 4,413,657 shares. Each of the foregoing entities and individuals disclaims beneficial ownership in the non-derivative securities referred to herein except to the extent of its or their own pecuniary interest. Mr. Healey and Mr. Cohen are Directors of the Issuer and received the stock options listed on Table 2 in connection with their roles as Directors. Each of Mr. Healey and Mr. Cohen received options to purchase 20,000 shares of common stock. Mr. Healey and Mr. Cohen hold the stock options as nominees for HealthCor Management, L.P. and disclaim beneficial ownership of any and all such securities except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The reported transactions involved an adjustment to the exercise prices of certain options in light of the special dividend paid to shareholders on June 6, 2008, that was made pursuant to the provision of the Trimeris, Inc. Amended and Restated Stock Incentive Plan that addresses adjustments to common stock. Each option will vest 33% on each of February 8, 2009, February 8, 2010 and February 8, 2011, respectively. The options will expire on February 8, 2018. HealthCor Management, L.P. is the principal investment vehicle of the reporting persons listed on Exhibit 99.1, attached hereto. HEALTHCOR MANAGEMENT, L.P., for itself and as manager on behalf of (i) HEALTHCOR OFFSHORE, LTD. and (ii) HEALTHCOR HYBRID OFFSHORE, LTD., By: HealthCor Associates, LLC, its general partner, By: /s/ Steven J. Musumeci, Chief Operating Officer 2008-08-08 HEALTHCOR CAPITAL L.P., for itself and as manager on behalf of HEALTHCOR L.P., By: HealthCor Group, LLC, its general partner, By: /s/ Steven J. Musumeci, Chief Operating Officer 2008-08-08 HEALTHCOR ASSOCIATES, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 2008-08-08 HEALTHCOR GROUP, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 2008-08-08 /s/ Joseph Healey, JOSEPH HEALEY, Individually 2008-08-08 /s/ Arthur Cohen, ARTHUR COHEN, individually 2008-08-08 EX-99 2 p08-1241exhibit99.txt EXHIBIT 99.1 EXHIBIT 99.1 1. HealthCor Associates, LLC, Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 2. HealthCor Offshore, Ltd., Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 3. HealthCor Hybrid Offshore, Ltd., Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 4. HealthCor Group, LLC, Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 5. HealthCor Capital, L.P., Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 6. HealthCor, L.P. Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 7. Joseph Healey; Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; and 8. Arthur Cohen, 12 South Main Street, #203 Norwalk, Connecticut 06854. -----END PRIVACY-ENHANCED MESSAGE-----