0000911916-17-000086.txt : 20170301 0000911916-17-000086.hdr.sgml : 20170301 20170301153449 ACCESSION NUMBER: 0000911916-17-000086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CoLucid Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001348649 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203419541 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-365-2596 MAIL ADDRESS: STREET 1: 222 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Colucid Pharmaceuticals Inc DATE OF NAME CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAPPAS CAPITAL, LLC CENTRAL INDEX KEY: 0001320654 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 17653779 BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: (919) 998-3300 MAIL ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER NAME: FORMER CONFORMED NAME: A.M. Pappas & Associates, LLC DATE OF NAME CHANGE: 20050315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PV III CEO Fund, L.P. CENTRAL INDEX KEY: 0001573873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 17653780 BUSINESS ADDRESS: STREET 1: C/O PAPPAS VENTURES STREET 2: PO BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 277709 BUSINESS PHONE: 919-998-3330 MAIL ADDRESS: STREET 1: C/O PAPPAS VENTURES STREET 2: PO BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 277709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A.M. Pappas Life Science Ventures III, L.P. CENTRAL INDEX KEY: 0001573854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 17653781 BUSINESS ADDRESS: STREET 1: C/O PAPPAS VENTURES STREET 2: PO BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 277709 BUSINESS PHONE: 919-998-3330 MAIL ADDRESS: STREET 1: C/O PAPPAS VENTURES STREET 2: PO BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 277709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAPPAS ARTHUR M CENTRAL INDEX KEY: 0001189543 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 17653782 MAIL ADDRESS: STREET 1: 8995 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: 2Q ZIP: 30004 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-03-01 1 0001348649 CoLucid Pharmaceuticals, Inc. CLCD 0001189543 PAPPAS ARTHUR M C/O COLUCID PHARMACEUTICALS, INC. 222 THIRD STREET CAMBRIDGE MA 02142 1 0 1 0 0001573854 A.M. Pappas Life Science Ventures III, L.P. 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM NC 27713 0 0 1 0 0001573873 PV III CEO Fund, L.P. 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM NC 27713 0 0 1 0 0001320654 PAPPAS CAPITAL, LLC 2520 MERIDIAN PARKWAY, SUITE 400 DURHAM NC 27713 0 0 1 0 Common Stock 2017-03-01 4 U 0 1871049 46.50 D 0 I By A. M. Pappas Life Science Ventures III, L.P. Common Stock 2017-03-01 4 U 0 116317 46.50 D 0 I By PV III CEO Fund, L.P. Common Stock 2017-03-01 4 U 0 5528 46.50 D 0 I By Pappas Capital, LLC Stock Option (Right to Buy) 10.00 2017-03-01 4 D 0 5954 36.50 D 2025-05-05 Common Stock 5954 0 D Stock Option (Right to Buy) 6.24 2017-03-01 4 D 0 8897 40.26 D 2026-05-10 Common Stock 8897 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated January 17, 2017 (the "Merger Agreement"), by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Eli Lilly and Company ("Lilly") and ProCar Acquisition Corporation, a wholly-owned subsidiary of Lilly, these shares were tendered pursuant to the Merger Agreement in exchange for a cash payment of $46.50 per share in cash, without interest. Represents securities held directly by A.M. Pappas Life Science Ventures III, L.P. AMP&A Management III, LLC is the general partner of A. M. Pappas Life Science Ventures III, L.P. and has a management agreement with Pappas Capital, LLC (fka A. M. Pappas & Associates, LLC) ("Pappas Capital"). As a result, Pappas Capital's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned A.M. Pappas Life Science Ventures III, L.P. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents securities held directly by PV III CEO Fund, L.P. AMP&A Management III, LLC is the general partner of PV III CEO Fund, L.P. and has a management agreement with Pappas Capital. As a result, Pappas Capital's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned PV III CEO Fund, L.P. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents securities held directly by Pappas Capital. The reporting person is the sole managing member of Pappas Capital. The reporting person may be deemed to be an indirect beneficial owner of the reported securities. The reporting person disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Pursuant to the terms of the Merger Agreement, these options, which were fully vested, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest. Pursuant to the terms of the Merger Agreement, these options, which provided for full vesting immediately prior to the start of the Issuer's first annual meeting of stockholders following the date of grant, were cancelled in exchange for a cash payment of $46.50 less the per share exercise price multiplied by the number of unexercised options, without interest. /s/ Christine G. Long, Attorney-in-Fact for Arthur M. Pappas (power of attorney previously filed) 2017-03-01 /s/ Christine G. Long, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney previously filed) 2017-03-01 /s/ Christine G. Long, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney previously filed) 2017-03-01 /s/ Christine G. Long, Attorney-in-Fact for Pappas Capital, LLC (power of attorney previously filed) 2017-03-01