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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONCERT PHARMACEUTICALS, INC. [ CNCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/06/2017 | A | 80,000(1)(2) | A | (3) | 618,965 | D | |||
Common Stock | 121,873 | I | By Roger D. Tung 2011 GRAT(4) | |||||||
Common Stock | 13,274 | I | By Tung Family Investment Trust(5) | |||||||
Common Stock | 12,389 | I | By RD Tung Irrevocable Trust(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock of the Issuer. |
2. These shares of Common Stock are issuable pursuant to a performance-based RSU grant. 50% of the RSUs granted to Dr. Tung are eligible to vest on March 31, 2018 and the remaining 50% of the RSUs granted to Dr. Tung are eligible to vest on March 31, 2019, in each case subject to the achievement of certain performance criteria prior to March 31, 2018, including the closing of the Asset Purchase Agreement with Vertex Pharmaceuticals, Inc. and the institution by the Patent Trial and Appeal Board of a Post Grant Review petition filed by the Issuer against Incyte Corporation. The number above represents the maximum number of shares that may be delivered pursuant to the award. |
3. Not applicable. |
4. Shares held by Roger D. Tung 2011 GRAT. Dr. Tung is the sole trustee of the Roger D. Tung 2011 GRAT. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
5. Shares held by the Tung Family Investment Trust. Dr. Tung is a co-trustee of the Tung Family Investment Trust. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
6. Shares held by the RD Tung Irrevocable Trust. Dr. Tung's spouse is a co-trustee of the RD Tung Irrevocable Trust. Dr. Tung disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
Remarks: |
/s/ Roger Tung | 07/10/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |