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*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(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)
Director X 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)
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)
Code V Amount (A) or (D) Price
Common Stock 02/13/2012 C 44,817 (1) A (2) 44,817 (1) I See Footnotes (3) (5) (7)
Common Stock 02/13/2012 C 2,201,388 (1) A (2) 2,201,388 (1) I See Footnotes (3) (4) (7)
Common Stock 02/13/2012 C 908,509 (1) A (2) 908,509 (1) I See Footnotes (3) (6) (7)
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
Series B Preferred Stock (2) 02/13/2012 C 78,928 (2) (2) Common Stock 39,464 (2) 0 I See Footnotes (3) (5) (7)
Series C Preferred Stock (2) 02/13/2012 C 10,706 (2) (2) Common Stock 5,353 (2) 0 I See Footnotes (3) (5) (7)
Series B Preferred Stock (2) 02/13/2012 C 3,888,423 (2) (2) Common Stock 1,944,211 (2) 0 I See Footnotes (3) (4) (7)
Series C Preferred Stock (2) 02/13/2012 C 514,354 (2) (2) Common Stock 257,177 (2) 0 I See Footnotes (3) (4) (7)
Series B Preferred Stock (2) 02/13/2012 C 1,574,345 (2) (2) Common Stock 787,172 (2) 0 I See Footnotes (3) (6) (7)
Series C Preferred Stock (2) 02/13/2012 C 242,674 (2) (2) Common Stock 121,337 (2) 0 I See Footnotes (3) (6) (7)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ORBIMED CAPITAL LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Capital GP I LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ISALY SAMUEL D

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of Common Stock ("Shares") acquired upon the automatic conversion of the Issuer's Series B and Series C Preferred Stock ("Preferred Stock") upon the closing of the Issuer's initial public offering of Common Stock (the "IPO").
2. The shares of Preferred Stock did not have an expiration date. The shares of Preferred Stock automatically converted into Shares at an effective conversion ratio of one share for every two shares of Preferred Stock upon the closing of the Issuer's IPO.
3. These Shares are reported herein as indirectly beneficially owned by OrbiMed Capital GP I LLC ("GPI"), OrbiMed Advisors LLC ("Advisors"), OrbiMed Capital LLC ("Capital") and Samuel D. Isaly ("Isaly") and are directly owned by OrbiMed Private Investments, LP ("OPI"), OrbiMed Associates LLC ("Associates") and UBS Juniper Crossover Fund, L.L.C. ("Juniper"). Each of GPI, Advisors, and Isaly may be deemed to have a pecuniary interest in Shares beneficially owned by OPI and each of Capital and Isaly may be deemed to have a pecuniary interest in Shares beneficially owned by Associates. This Form 4 is being jointly filed by GPI, Advisors, Capital and Isaly.
4. These Shares are beneficially owned by OPI. GPI is the general partner of OPI. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GPI. Advisors and GPI may be deemed to have beneficial ownership of Shares held by OPI by virtue of such relationships. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Advisors.
5. These Shares are beneficially owned by Associates. Capital is the manager of Associates and may be deemed to have beneficial ownership of Shares held by Associates by virtue of that relationship. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Capital.
6. These Shares are beneficially owned by Juniper. Advisors manages the portfolio of Juniper and may be deemed to have beneficial ownership of Shares held by Juniper by virtue of that relationship. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares in his capacity as the managing member of, and holder of a controlling interest, in Advisors.
7. Each of Advisors, GPI, Capital, and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Samuel D. Isaly 02/15/2012
** Signature of Reporting Person Date
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