Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PENHOET EDWARD
  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)
(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, SUITE 3700
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012
(Street)

SAN FRANCISCO, CA 94111
4. If Amendment, Date 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
(City)
(State)
(Zip)
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   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)

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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 Underlying Securities
(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 of Derivative Security: 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 (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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PENHOET EDWARD
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
  X      

Signatures

 /s/ Edward Penhoet   02/15/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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