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^*

TECHNE CORP /MN/

(Last)

(First)

(Middle)

614 MCKINLEY PLACE NE

(Street)

MINNEAPOLIS

55413

(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)

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		4,713,566	A	⁽¹⁾	4,713,566	D
Common Stock	02/13/2012		C		1,021,490	A	⁽²⁾	5,735,056	D
Common Stock	02/13/2012		P		500,000	A	$10	6,235,056	D

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 A Preferred Stock	⁽¹⁾	02/13/2012		C			5,000,000	⁽¹⁾	⁽¹⁾	Common Stock	2,500,000	⁽¹⁾	0	D
Series B Preferred Stock	⁽¹⁾	02/13/2012		C			1,946,836	⁽¹⁾	⁽¹⁾	Common Stock	973,418	⁽¹⁾	0	D
Series C Preferred Stock	⁽¹⁾	02/13/2012		C			1,223,148	⁽¹⁾	⁽¹⁾	Common Stock	611,574	⁽¹⁾	0	D
Series D Preferred Stock	⁽¹⁾	02/13/2012		C			1,257,149	⁽¹⁾	⁽¹⁾	Common Stock	628,574	⁽¹⁾	0	D
Convertible Promissory Note	⁽²⁾	02/13/2012		C			$10,214,900	⁽²⁾	⁽²⁾	Common Stock	1,021,490	⁽²⁾	0	D
Warrant	$20	02/13/2012		A		150,000		02/13/2012	02/12/2022	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. The Issuer's Preferred Stock, which had no expiration date, automatically converted to Common Stock at the closing of the Issuer's initial public offering ("IPO") on February 13, 2012 at a conversion ratio of one share of Common Stock for every two shares of Preferred Stock rounded down to the next whole number, for no additional consideration.

2. The principal amount of the Convertible Promissory Note, plus accrued interest, automatically converted upon the closing of the IPO at a conversion price of $10.00 per share.

	Thomas E Oland, CEO	02/14/2012
	** 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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