0000911916-15-000160.txt : 20150507 0000911916-15-000160.hdr.sgml : 20150507 20150507124005 ACCESSION NUMBER: 0000911916-15-000160 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150505 FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150507 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: 15 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-365-2596 MAIL ADDRESS: STREET 1: 15 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: Colucid Pharmaceuticals Inc DATE OF NAME CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital Offshore Investments III LP CENTRAL INDEX KEY: 0001599354 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 15840509 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital Investments III L.P. CENTRAL INDEX KEY: 0001599355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 15840510 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Care Capital III LLC CENTRAL INDEX KEY: 0001599356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 15840511 BUSINESS ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-8300 MAIL ADDRESS: STREET 1: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Markham Richard J CENTRAL INDEX KEY: 0001362743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37358 FILM NUMBER: 15840512 MAIL ADDRESS: STREET 1: C/O CARE CAPITAL LLC STREET 2: 47 HULFISH STREET CITY: PRINCETON STATE: NJ ZIP: 08542 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-05-05 0001348649 CoLucid Pharmaceuticals, Inc. CLCD 0001362743 Markham Richard J 15 NEW ENGLAND EXECUTIVE PARK BURLINGTON MA 01803 1 0 1 0 0001599356 Care Capital III LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001599355 Care Capital Investments III L.P. 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001599354 Care Capital Offshore Investments III LP 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 Series B Convertible Preferred Stock 2015-01-12 4 P 0 959872 0 A Common Stock 959872 959872 I By Care Capital Investments III, LP Series B Convertible Preferred Stock 2015-01-12 4 P 0 16041 0 A Common Stock 16041 16041 I By Care Capital Offshore Investments III, LP Series C Convertible Preferred Stock 2015-01-12 4 P 0 320295 0 A Common Stock 320295 320295 I By Care Capital Investments III, LP Series C Convertible Preferred Stock 2015-01-12 4 P 0 5353 0 A Common Stock 5353 5353 I By Care Capital Offshore Investments III, LP Stock Option (Right to Buy) 10.00 2015-05-05 4 A 0 5954 0 A 2025-05-05 Common Stock 5954 5954 D Each share of Series B and Series C Convertible Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. Represents shares acquired on January 12, 2015 and reflects the 1-for-40.7 reverse stock split effected on April 17, 2015. These shares were also reported on the Form 3 filed on behalf of the reporting person on May 5, 2015. The securities do not have an expiration date. The securities convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering. Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Represents securities held directly by Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. 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 Care Capital Offshore Investments III, LP, an affiliate of Care Capital Investments III, LP. The reporting person is a partner in Care Capital Investments III, L.P., and shares voting and investment power with the other partners with respect to all of these shares. 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. Options fully vest immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015. /s/ Miranda S. Hirner, Attorney-in-Fact for Richard J. Markham (power of attorney previously filed) 2015-05-07 /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital III LLC (power of attorney previously filed) 2015-05-07 /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Investments III, LP (power of attorney previously filed) 2015-05-07 /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Offshore Investments III, LP (power of attorney previously filed) 2015-05-07