Arthur M Pappas Form 4 CoLucid Pharmaceuticals / ARTHUR M PAPPAS ownership change

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^*

PAPPAS ARTHUR M

(Last) (First) (Middle)

15 NEW ENGLAND EXECUTIVE PARK

(Street)

BURLINGTON MA 01803

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2015		C		1,588,607	A	(1)	1,588,609	I	By A. M. Pappas Life Science Ventures III, L.P.(2)
Common Stock	05/11/2015		C		98,757	A	(1)	98,757	I	By PV III CEO Fund, L.P.(3)
Common Stock	05/11/2015		P		282,440	A	$10	1,871,049	I	By A. M. Pappas Life Science Ventures III, L.P.(2)
Common Stock	05/11/2015		P		17,560	A	$10	116,317	I	By PV III CEO Fund, L.P.(3)
Common Stock								5,528	I	By A.M. Pappas & Associates, LLC(4)

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 A Convertible Preferred Stock	(1)	05/11/2015		C			578,297	(1)	(5)	Common Stock	578,297	$0	0	I	By A. M. Pappas Life Science Ventures III, L.P.(2)
Series A Convertible Preferred Stock	(1)	05/11/2015		C			35,953	(1)	(5)	Common Stock	35,953	$0	0	I	By PV III CEO Fund, L.P.(3)
Series B Convertible Preferred Stock	(1)	05/11/2015		C			675,588	(1)	(5)	Common Stock	675,588	$0	0	I	By A. M. Pappas Life Science Ventures III, L.P.(2)
Series B Convertible Preferred Stock	(1)	05/11/2015		C			41,996	(1)	(5)	Common Stock	41,996	$0	0	I	By PV III CEO Fund, L.P.(3)
Series C Convertible Preferred Stock	(1)	05/11/2015		C			334,722	(1)	(5)	Common Stock	334,722	$0	0	I	By A. M. Pappas Life Science Ventures III, L.P.(2)
Series C Convertible Preferred Stock	(1)	05/11/2015		C			20,808	(1)	(5)	Common Stock	20,808	$0	0	I	By PV III CEO Fund, L.P.(3)

1. Name and Address of Reporting Person^*

PAPPAS ARTHUR M

(Last) (First) (Middle)

15 NEW ENGLAND EXECUTIVE PARK

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

A.M. Pappas Life Science Ventures III, L.P.

(Last) (First) (Middle)

2520 MERIDIAN PARKWAY, SUITE 400

(Street)

DURHAM NC 27713

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PV III CEO Fund, L.P.

(Last) (First) (Middle)

2520 MERIDIAN PARKWAY, SUITE 400

(Street)

DURHAM NC 27713

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

A.M. Pappas & Associates, LLC

(Last) (First) (Middle)

2520 MERIDIAN PARKWAY, SUITE 400

(Street)

DURHAM NC 27713

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A, Series B and Series C Convertible Preferred Stock was convertible at any time at the option of the holder, and converted 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 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 A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC'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 A. M. Pappas & Associates, LLC. 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.

3. 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 A. M. Pappas & Associates, LLC. As a result, A. M. Pappas & Associates, LLC'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 A. M. Pappas & Associates, LLC. 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.

4. Represents securities held directly by A. M. Pappas & Associates, LLC. The reporting person is the sole managing member of A. M. Pappas & Associates, LLC. 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.

5. The securities did not have an expiration date. The securities converted 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.

Remarks:

	/s/ Miranda S. Hirner, Attorney-in-Fact for Arthur M. Pappas (power of attorney previously filed)	05/12/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney previously filed)	05/12/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney previously filed)	05/12/2015
	/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas & Associates, LLC (power of attorney previously filed)	05/12/2015
	** Signature of Reporting Person	Date
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