SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Schall Thomas J.

(Last) (First) (Middle)
C/O CHEMOCENTRYX, INC.
850 MAUDE AVENUE

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2012
3. Issuer Name and Ticker or Trading Symbol
ChemoCentryx, Inc. [ CCXI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and Director
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,316,667 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 05/13/2014 Common Stock 100,000 $0.6 D
Employee Stock Option (right to buy) (2) 05/05/2015 Common Stock 125,000 $0.6 D
Employee Stock Option (right to buy) (3) 09/10/2018 Common Stock 250,000 $6 D
Employee Stock Option (right to buy) (4) 07/29/2019 Common Stock 310,000 $6 D
Employee Stock Option (right to buy) (5) 08/11/2020 Common Stock 279,166 $6.3 D
Explanation of Responses:
1. The option is immediately exercisable as to both vested and unvested shares. The option was granted on May 13, 2004. 25% of the total number of shares of common stock subject to the option vested on May 13, 2005, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.
2. The option is immediately exercisable as to both vested and unvested shares. The option was granted on May 5, 2005. 25% of the total number of shares of common stock subject to the option vested on May 5, 2006, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.
3. The option is immediately exercisable as to both vested and unvested shares. The option was granted on September 10, 2008. 25% of the total number of shares of common stock subject to the option vested on July 1, 2009, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.
4. The option is immediately exercisable as to both vested and unvested shares. The option was granted on July 29, 2009. 25% of the total number of shares of common stock subject to the option vested on July 1, 2010, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.
5. The option is immediately exercisable as to both vested and unvested shares. The option was granted on August 11, 2010. 25% of the total number of shares of common stock subject to the option vested on July 1, 2011, and 1/48th of the total remaining number of shares of common stock subject to the option vest monthly thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.
Remarks:
See Exhibit 24, Power of Attorney.
/s/ Susan M. Kanaya, as Attorney-in-Fact 02/08/2012
** 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 5 (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.