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^*

Graham Andrew L

(Last)

(First)

(Middle)

TRIMERIS, INC.

2530 MERIDIAN PARKWAY, 2ND FLOOR

(Street)

DURHAM

27713

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2008

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	08/06/2008		A		15,000	D	⁽¹⁾	15,000	D
Common Stock								6,542	I	By 401(k) plan

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)
Employee Stock Option (right to buy)	$11.95	08/06/2008		D			5,000	09/01/2007	09/01/2014	Common Stock	5,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$10.81	08/06/2008		A		5,000		09/01/2007	09/01/2014	Common Stock	5,000	⁽²⁾	5,000	D
Employee Stock Option (right to buy)	$12.62	08/06/2008		D			1,696	08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	0	D
Employee Stock Option (right to buy)	$11.48	08/06/2008		A		1,696		08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	1,696	D
Employee Stock Option (right to buy)	$15.65	08/06/2008		D			1,696	08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	0	D
Employee Stock Option (right to buy)	$14.51	08/06/2008		A		1,696		08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	1,696	D
Employee Stock Option (right to buy)	$11.79	08/06/2008		D			1,696	08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	0	D
Employee Stock Option (right to buy)	$10.65	08/06/2008		A		1,696		08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	1,696	D
Employee Stock Option (right to buy)	$12.8	08/06/2008		D			1,696	08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	0	D
Employee Stock Option (right to buy)	$11.66	08/06/2008		A		1,696		08/09/2006⁽⁴⁾	08/09/2015	Common Stock	1,696	⁽²⁾	1,696	D
Employee Stock Option (right to buy)	$8.79	08/06/2008		D			2,813	08/09/2007	08/09/2016	Common Stock	2,813	⁽²⁾	0	D
Employee Stock Option (right to buy)	$7.65	08/06/2008		A		2,813		08/09/2007	08/09/2016	Common Stock	2,813	⁽²⁾	2,813	D
Employee Stock Option (right to buy)	$8.58	08/06/2008		D			2,813	08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	0	D
Employee Stock Option (right to buy)	$7.44	08/06/2008		A		2,813		08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	2,813	D
Employee Stock Option (right to buy)	$12.54	08/06/2008		D			2,813	08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	0	D
Employee Stock Option (right to buy)	$11.4	08/06/2008		A		2,813		08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	2,813	D
Employee Stock Option (right to buy)	$6.86	08/06/2008		D			2,813	08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	0	D
Employee Stock Option (right to buy)	$5.72	08/06/2008		A		2,813		08/09/2007⁽⁴⁾	08/09/2016	Common Stock	2,813	⁽²⁾	2,813	D
Employee Stock Option (right to buy)	$7.05	08/06/2008		D			3,322	08/15/2008	08/15/2017	Common Stock	3,322	⁽²⁾	0	D
Employee Stock Option (right to buy)	$5.91	08/06/2008		A		3,322		08/15/2008	08/15/2017	Common Stock	3,322	⁽²⁾	3,322	D
Employee Stock Option (right to buy)	$7.69	08/06/2008		D			3,322	08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	0	D
Employee Stock Option (right to buy)	$6.55	08/06/2008		A		3,322		08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	3,322	D
Employee Stock Option (right to buy)	$6.99	08/06/2008		D			3,322	08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.85	08/06/2008		A		3,322		08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	3,322	D
Employee Stock Option (right to buy)	$7.04	08/06/2008		D			3,322	08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.9	08/06/2008		A		3,322		08/15/2008⁽⁴⁾	08/15/2017	Common Stock	3,322	⁽³⁾	3,322	D

Explanation of Responses:

1. These shares of restricted stock were granted pursuant to the Trimeris, Inc. 2007 Stock Incentive Plan. The shares vest 100% and first becomes transferable on 8/6/2011.

2. These employee stock options were granted pursuant to the Trimeris, Inc. Amended and Restated Stock Incentive Plan.

3. These employee stock options were granted pursuant to the Trimeris, Inc. 2007 Stock Incentive Plan.

4. The option vests montly over three years beginning on this date.

Remarks:

The reported stock option transactions involved an adjustment to the exercise prices of certain outstanding options in light of the special dividend to shareholders paid on June 6, 2008, that was made pursuant to the provisions of the Trimeris, Inc. Amended and Restated Stock Incentive Plan and the 2007 Stock Incentive Plan that address adjustments to common stock.

	/s/ Michael A. Alrutz, attorney-in-fact	08/08/2008
	** 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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