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^*

PENHOET EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ChemoCentryx, Inc. [ CCXI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012

4. 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 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)
Common Stock	02/13/2012		C		114,910	A	⁽¹⁾	114,910	I	By Alta BioPharma Partners III GmbH & Co. Beteiligungs KG⁽²⁾
Common Stock	02/13/2012		C		1,711,012	A	⁽¹⁾	1,825,922	I	By Alta BioPharma Partners III, L.P.⁽²⁾
Common Stock	02/13/2012		C		42,166	A	⁽¹⁾	1,868,088	I	By Alta Embarcadero BioPharma Partners III, LLC⁽²⁾

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)
Series B Preferred Stock	⁽¹⁾	02/13/2012		C			201,097	⁽¹⁾	⁽³⁾	Common Stock	100,548	⁽¹⁾	0	I	By Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
Series C Preferred Stock	⁽¹⁾	02/13/2012		C			28,723	⁽¹⁾	⁽³⁾	Common Stock	14,362	⁽¹⁾	0	I	By Alta BioPharma Partners III GmbH & Co. Beteligungs KG
Series B Preferred Stock	⁽¹⁾	02/13/2012		C			2,994,341	⁽¹⁾	⁽³⁾	Common Stock	1,497,170	⁽¹⁾	0	I	By Alta BioPharma Partners III, L.P.
Series C Preferred Stock	⁽¹⁾	02/13/2012		C			427,683	⁽¹⁾	⁽³⁾	Common Stock	213,842	⁽¹⁾	0	I	By Alta BioPharma Partners III, L.P.
Series B Preferred Stock	⁽¹⁾	02/13/2012		C			73,793	⁽¹⁾	⁽³⁾	Common Stock	36,896	⁽¹⁾	0	I	By Alta Embarcadero BioPharma Partners III, LLC
Series C Preferred Stock	⁽¹⁾	02/13/2012		C			10,540	⁽¹⁾	⁽³⁾	Common Stock	5,270	⁽¹⁾	0	I	By Alta Embarcadero BioPharma Partners III, LLC

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering on February 13, 2012, each share of Series B ("Series B Shares") and Series C ("Series C Shares") Preferred Stock converted automatically into shares of the Issuer's Common Stock. The Series B Shares and Series C Shares converted at the ratio of one share of Common Stock for every two shares Preferred Stock, rounded down to the next whole number, for no additional consideration.

2. Edward Penhoet is a director of Alta BioPharma Management III, LLC ("ABMIII"), the general partner of Alta BioPharma Partners III, L.P. ("ABPIII") and managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"), and a manager of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). Mr. Penhoet may be deemed to share voting and dispositive power with respect to all securities of the Issuer held by ABPIII, ABPIIIKG, and AEBPIII with directors of ABMIII, but disclaims beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.

3. The Issuer's Series B and Series C Preferred Stock have no expiration date.

Remarks:

See Exhibit for Power of Attorney.

	/s/ Edward Penhoet	02/15/2012
	** 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 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).
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