| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
CoLucid Pharmaceuticals, Inc. [ CLCD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2015 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 01/12/2015 | P | 959,872(2) | (1) | (3) | Common Stock | 959,872(2) | $0 | 959,872(2) | I | By Care Capital Investments III, LP(4)(5) | |||
| Series B Convertible Preferred Stock | (1) | 01/12/2015 | P | 16,041(2) | (1) | (3) | Common Stock | 16,041(2) | $0 | 16,041(2) | I | By Care Capital Offshore Investments III, LP(4)(6) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2015 | P | 320,295(2) | (1) | (3) | Common Stock | 320,295(2) | $0 | 320,295(2) | I | By Care Capital Investments III, LP(4)(5) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2015 | P | 5,353(2) | (1) | (3) | Common Stock | 5,353(2) | $0 | 5,353(2) | I | By Care Capital Offshore Investments III, LP(4)(6) | |||
| Stock Option (Right to Buy) | $10 | 05/05/2015 | A | 5,954 | (7) | 05/05/2025 | Common Stock | 5,954 | $0 | 5,954 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. Options fully vest immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015. |
| Remarks: |
| /s/ Miranda S. Hirner, Attorney-in-Fact for Richard J. Markham (power of attorney previously filed) | 05/07/2015 | |
| /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital III LLC (power of attorney previously filed) | 05/07/2015 | |
| /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Investments III, LP (power of attorney previously filed) | 05/07/2015 | |
| /s/ Miranda S. Hirner, Attorney-in-Fact for Care Capital Offshore Investments III, LP (power of attorney previously filed) | 05/07/2015 | |
| ** 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. | ||