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^*

Mathers Thomas P.

(Last)

(First)

(Middle)

C/O COLUCID PHARMACEUTICALS, INC.

222 THIRD STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CoLucid Pharmaceuticals, Inc. [ CLCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2016

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	09/05/2016		M		3,756	A	⁽¹⁾	256,916	D
Common Stock	09/06/2016		S		1,502⁽²⁾	D	$19.5	255,414	D
Common Stock	09/07/2016		S		663⁽³⁾	D	$20.5555⁽⁴⁾	254,751	D
Common Stock	09/07/2016		S		962⁽³⁾	D	$21.9045⁽⁵⁾	253,789	D
Common Stock	09/07/2016		S		2,633⁽³⁾	D	$22.6164⁽⁶⁾	251,156	D
Common Stock	09/07/2016		S		442⁽³⁾	D	$23.4267⁽⁷⁾	250,714	D
Common Stock	09/07/2016		S		300⁽³⁾	D	$24.3967⁽⁸⁾	250,414	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)
Restricted Stock Units	⁽¹⁾	09/05/2016		M			3,756	⁽⁹⁾	⁽⁹⁾	Common Stock	3,756	$0	120,168	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of CoLucid Pharmaceuticals, Inc. common stock.

2. Securities sold pursuant to a written plan intended to comply with Rule 10b5-1(c)(i) adopted by Mr. Mathers on August 19, 2016. The purpose of the plan was to sell shares of common stock in order to pay the taxes related to the settlement of the RSUs.

3. Securities sold pursuant to a written plan intended to comply with Rule 10b5-1(c)(i) adopted by Mr. Mathers on August 19, 2016. The purpose of the plan is to sell shares of common stock acquired under the CoLucid Pharmaceuticals, Inc. Employee Stock Purchase Plan.

4. Represents the sale of 663 shares in multiple transactions, ranging in price from $20.13 to $21.07 per share, resulting in a weighted average sale price of $20.5555. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

5. Represents the sale of 962 shares in multiple transactions, ranging in price from $21.18 to $22.16 per share, resulting in a weighted average sale price of $21.9045. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

6. Represents the sale of 2,633 shares in multiple transactions, ranging in price from $22.18 to $23.12 per share, resulting in a weighted average sale price of $22.6164. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

7. Represents the sale of 442 shares in multiple transactions, ranging in price from $23.20 to $24.00 per share, resulting in a weighted average sale price of $23.4267. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

8. Represents the sale of 300 shares in multiple transactions, ranging in price from $24.26 to $24.48 per share, resulting in a weighted average sale price of $24.3967. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

9. On May 5, 2015, the reporting person received 360,508 RSUs. Those RSUs vest as follows: 50% of the RSUs vested on November 5, 2015; 12.5% of the RSUs vested on May 5, 2016; and the remaining RSUs vest in a series of 36 successive equal monthly installments upon completion of each additional month of service.

Remarks:

	/s/ Christine G. Long, Attorney-in-Fact for Thomas P. Mathers (power of attorney previously filed)	09/07/2016
	** 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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