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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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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