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^*

TVM Life Science Ventures VI GmbH & Co KG

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONCERT PHARMACEUTICALS, INC. [ CNCE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/19/2014		C		289,991	A	⁽¹⁾	329,535⁽²⁾	D⁽²⁾
Common Stock	02/19/2014		C		560,211	A	⁽¹⁾	889,746⁽²⁾	D⁽²⁾
Common Stock	02/19/2014		C		148,936	A	⁽¹⁾	1,038,682⁽²⁾	D⁽²⁾
Common Stock	02/19/2014		C		99,389	A	⁽¹⁾	112,942⁽³⁾	I	By TVM Life Sciences Ventures VI LP⁽³⁾
Common Stock	02/19/2014		C		192,003	A	⁽¹⁾	304,945⁽³⁾	I	By TVM Life Sciences Ventures VI LP⁽³⁾
Common Stock	02/19/2014		C		51,045	A	⁽¹⁾	355,990⁽³⁾	I	By TVM Life Sciences Ventures VI LP⁽³⁾
Common Stock	02/19/2014		P		66,287	A	$14	1,104,969⁽²⁾	D⁽²⁾
Common Stock	02/19/2014		P		22,713	A	$14	378,703⁽³⁾	I	By TVM Life Sciences Ventures VI LP⁽³⁾

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 Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			1,638,450	⁽¹⁾	⁽⁴⁾	Common Stock	289,991	$0.00	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			3,165,187	⁽¹⁾	⁽⁴⁾	Common Stock	560,211	$0.00	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			841,493	⁽¹⁾	⁽⁴⁾	Common Stock	148,936	$0.00	0	D⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			561,550	⁽¹⁾	⁽⁴⁾	Common Stock	99,389	$0.00	0	I	By TVM Life Sciences Ventures VI LP⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			1,084,813	⁽¹⁾	⁽⁴⁾	Common Stock	192,003	$0.00	0	I	By TVM Life Sciences Ventures VI LP⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	02/19/2014		C			288,407	⁽¹⁾	⁽⁴⁾	Common Stock	51,045	$0.00	0	I	By TVM Life Sciences Ventures VI LP⁽³⁾

1. Name and Address of Reporting Person^*

TVM Life Science Ventures VI GmbH & Co KG

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Birner Hubert

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fischer Stefan

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goll Alexandra

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Polack Axel

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SCHUHSLER HELMUT

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TVM Life Science Ventures VI LP

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH

80333

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series A, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-5.65 basis upon the closing of the issuer's initial public offering without payment of consideration.

2. The shares are directly held by TVM Life Sciences Ventures VI GMBH & Co. KG ("TVM VI"). Alexandra Goll ("Goll"), Helmut Schuhsler ("Schuhsler"), Hubert Birner ("Birner"), Stefan Fischer ("Fischer") and Alex Polack ("Polack") are members of the investment committee of TVM Life Sciences Ventures VI Management VI Limited Partnership ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management and these individuals each disclaim beneficial ownership of the shares held by TVM VI except to the extent of any pecuniary interest therein.

3. The shares are directly held by TVM Life Sciences Ventures VI LP ("TVM VI LP"). Goll, Schuhsler, Birner, Fischer and Polack are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management and these individuals each disclaim beneficial ownership of the shares held by TVM VI LP except to the extent of any pecuniary interest therein.

4. Not applicable.

Remarks:

	/s/ Stefan Fischer, Authorized Officer /s/ Josef Moosholzer, Authorized Officer	02/20/2014
	/s/ Rolf Starck, Attorney-in-Fact for Hubert Birner	02/20/2014
	/s/ Rolf Starck, Attorney-in-Fact for Stefan Fischer	02/20/2014
	/s/ Rolf Starck, Attorney-in-Fact for Alexandra Goll	02/20/2014
	/s/ Rolf Starck, Attorney-in-Fact for Axel Polack	02/20/2014
	/s/ Rolf Starck, Attorney-in-Fact for Helmut Schuhsler	02/20/2014
	/s/ Stefan Fischer, Director /s/ Josef Moosholzer, Officer	02/20/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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