-----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, DEnQQuufZ9IGLFk8Sa//WHP6P/1o5fHPX+ZMSLB5KeqhkKQN2eLt7/m7SOEnOchb lV3GPnbcbfQ86CYWEIEmxQ== 0000902664-09-000232.txt : 20090129 0000902664-09-000232.hdr.sgml : 20090129 20090129163329 ACCESSION NUMBER: 0000902664-09-000232 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090127 FILED AS OF DATE: 20090129 DATE AS OF CHANGE: 20090129 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: HealthCor Hybrid Offshore GP, LLC CENTRAL INDEX KEY: 0001454849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 09554850 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Hybrid Offshore Master Fund, L.P. CENTRAL INDEX KEY: 0001454850 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 09554849 BUSINESS ADDRESS: STREET 1: MAPLES & CALDER FINANCIAL SERVICES, LTD. STREET 2: UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Offshore GP, LLC CENTRAL INDEX KEY: 0001454852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 09554851 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HealthCor Offshore Master Fund, L.P. CENTRAL INDEX KEY: 0001454853 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 09554848 BUSINESS ADDRESS: STREET 1: MAPLES & CALDER FINANCIAL SERVICES, LTD. STREET 2: UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2126227872 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 p09-0190form4_ex.xml X0303 4 2009-01-27 0 0000911326 TRIMERIS INC TRMS 0001454852 HealthCor Offshore GP, LLC 152 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001454849 HealthCor Hybrid Offshore GP, LLC 152 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001454850 HealthCor Hybrid Offshore Master Fund, L.P. 152 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 1 0 1 0 0001454853 HealthCor Offshore Master Fund, L.P. 152 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 1 0 1 0 Director Stock Option (Right to Buy) 5.39 2009-01-27 4 D 0 40000 0.00 D 2018-02-07 Common Stock 40000 0 I See footnote Director Stock Option (Right to Buy) 4.48 2009-01-27 4 A 0 40000 0.00 A 2018-02-07 Common Stock 40000 40000 I See footnote Director Stock Option (Right to Buy) 5.03 2009-01-27 4 D 0 20000 0.00 D 2018-06-26 Common Stock 20000 0 I See footnote Director Stock Option (Right to Buy) 4.12 2009-01-27 4 A 0 20000 0.00 A 2018-06-26 Common Stock 20000 20000 I See footnote HealthCor Management, L.P. is the investment manager of HealthCor, L.P., HealthCor Offshore, Ltd., HealthCor Offshore Master Fund, L.P., HealthCor Hybrid Offshore, Ltd., and HealthCor Hybrid Offshore Master Fund, L.P. 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. The general partner of HealthCor Offshore Master Fund, L.P. is HealthCor Offshore GP, LLC. The general partner of HealthCor Hybrid Offshore Master Fund, L.P. is HealthCor Hybrid Offshore GP, LLC. HealthCor Group, LLC is the general partner of HealthCor Offshore GP, LLC and HealthCor Hybrid Offshore GP, 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. Each of the foregoing persons disclaims beneficial ownership in any non-derivative securities beyond its actual 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. As set forth in Table 2, each of Mr. Healey and Mr. Cohen received options to purchase an aggregate of 30,000 shares of common stock individually. 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 December 29, 2008, that was made pursuant to the provision of Trimeris, Inc. 2007 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. Each option will vest 100% and become first exercisable on June 26, 2009. 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/ John H. Coghlin, General Counsel 2009-01-29 HEALTHCOR CAPITAL L.P., for itself and as manager on behalf of HEALTHCOR L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel 2009-01-29 HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel 2009-01-29 HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P., By: HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin, General Counsel 2009-01-29 HEALTHCOR ASSOCIATES, LLC, By: /s/ John H. Coghlin, General Counsel 2009-01-29 HEALTHCOR GROUP, LLC, for itself and as general partner of (i) HEALTHCOR OFFSHORE GP, LLC and (ii) HEALTHCOR HYBRID OFFSHORE GP, LLC, By: /s/ John H. Coghlin, General Counsel 2009-01-29 /s/ Joseph Healey, Individually 2009-01-29 /s/ Arthur Cohen, Individually 2009-01-29 EX-99 2 p09-0190exhibit99_1.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. HealthCor Offshore Master Fund, L.P., Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 8. HealthCor Hybrid Offshore Master Fund, L.P., Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 9. HealthCor Offshore GP, LLC, Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 10. HealthCor Hybrid Offshore GP, LLC, Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; 11. Joseph Healey; Carnegie Hall Tower, 152 West 57th Street, 47th Floor New York, New York 10019; and 12. Arthur Cohen, 12 South Main Street, #203 Norwalk, Connecticut 06854. -----END PRIVACY-ENHANCED MESSAGE-----