| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
TRIMERIS INC [ TRMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2009 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.001 per share | 10/08/2009 | S | 2,136,858 | D | $3.5335 | 373,223 | I(1)(2)(3)(4) | See footnotes(1)(2)(3)(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The shares of the Issuer's Common Stock, par value $.001 per share (the "Shares") reported herein as indirectly beneficially owned by Bridger Management, LLC ("Bridger" or "Investment Manager") are directly beneficially owned by Swiftcurrent Partners, L.P. and Swiftcurrent Offshore, Ltd., over which Bridger shares investment control. For such reason, Bridger may be deemed to beneficially own such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). |
| 2. The Shares reported herein as indirectly beneficially owned by Roberto Mignone ("Mr. Mignone") are directly beneficially owned by Swiftcurrent Partners, L.P. and Swiftcurrent Offshore, Ltd., over which Mr. Mignone shares investment control. For such reason, Mr. Mignone may be deemed to beneficially own such securities for purposes of Section 16. |
| 3. The Shares reported herein as indirectly beneficially owned by Bridger Capital, LLC are directly beneficially owned by Swiftcurrent Partners, L.P. of which Bridger Capital, LLC is the General Partner. For such reason, Bridger Capital, LLC may be deemed to beneficially own such securities for purposes of Section 16. |
| 4. Each reporting person and entity named herein disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein and this report shall not be deemed an admission that the reporting person or any entity named herein is the beneficial owner of the securities for purposes of Section 16, or for any other purpose. |
| /s/ Roberto Mignone, Managing Member for Bridger Management, LLC | 10/13/2009 | |
| /s/ Roberto Mignone | 10/13/2009 | |
| /s/ Roberto Mignone, Managing Member for Bridger Capital, LLC | 10/13/2009 | |
| /s/ Roberto Mignone, Managing Member of General Partner for Swiftcurrent Partners, L.P. | 10/13/2009 | |
| /s/ Roberto Mignone, Managing Member of Investment Manager for Swiftcurrent Offshore, Ltd. | 10/13/2009 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||