CoLucid Pharmaceuticals (CLCD) Form 4 CoLucid Pharmaceuticals / MARK CORRIGAN 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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X

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^*

CORRIGAN MARK

(Last) (First) (Middle)

C/O COLUCID PHARMACEUTICALS, INC.

222 THIRD STREET

(Street)

CAMBRIDGE MA 02142

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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

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

X	Form filed by One Reporting Person
	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

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
Stock Option (Right to Buy)	$3.79	03/01/2017		D			8,114	(1)	10/27/2025	Common Stock	8,114	$42.71	0	D
Stock Option (Right to Buy)	$6.24	03/01/2017		D			8,897	(2)	05/10/2026	Common Stock	8,897	$40.26	0	D

Explanation of Responses:

1. 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 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.

2. 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.

Remarks:

	/s/ Christine G. Long, Attorney-in-Fact for Mark Corrigan (power of attorney previously filed)	03/01/2017
	** 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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