SEC FORM 4

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^*

HealthCor Offshore GP, LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIMERIS INC [ TRMS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2009

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

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

	Form filed by One Reporting Person
X	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)

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)
Director Stock Option (Right to Buy)⁽¹⁾⁽²⁾	$5.39	01/27/2009		D⁽³⁾			40,000⁽²⁾	⁽⁴⁾	02/07/2018	Common Stock	40,000⁽²⁾	$0.00	0	I	See footnote⁽²⁾
Director Stock Option (Right to Buy)⁽¹⁾⁽²⁾	$4.48	01/27/2009		A⁽³⁾		40,000⁽²⁾		⁽⁴⁾	02/07/2018	Common Stock	40,000⁽²⁾	$0.00	40,000	I	See footnote⁽²⁾
Director Stock Option (Right to Buy)⁽¹⁾⁽²⁾	$5.03	01/27/2009		D⁽³⁾			20,000⁽²⁾	⁽⁵⁾	06/26/2018	Common Stock	20,000⁽²⁾	$0.00	0	I	See footnote⁽²⁾
Director Stock Option (Right to Buy)⁽¹⁾⁽²⁾	$4.12	01/27/2009		A⁽³⁾		20,000⁽²⁾		⁽⁵⁾	06/26/2018	Common Stock	20,000⁽²⁾	$0.00	20,000	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

HealthCor Offshore GP, LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HealthCor Hybrid Offshore GP, LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HealthCor Hybrid Offshore Master Fund, L.P.

(Last)

(First)

(Middle)

152 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HealthCor Offshore Master Fund, L.P.

(Last)

(First)

(Middle)

152 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Each option will vest 33% on each of February 8, 2009, February 8, 2010 and February 8, 2011, respectively.

5. Each option will vest 100% and become first exercisable on June 26, 2009.

Remarks:

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	01/29/2009
	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	01/29/2009
	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	01/29/2009
	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	01/29/2009
	HEALTHCOR ASSOCIATES, LLC, By: /s/ John H. Coghlin, General Counsel	01/29/2009
	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	01/29/2009
	/s/ Joseph Healey, Individually	01/29/2009
	/s/ Arthur Cohen, Individually	01/29/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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