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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CoLucid Pharmaceuticals, Inc. [ CLCD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/23/2015 | M | 5,528(1) | A | $4.07(2) | 5,528(1) | I | By A.M. Pappas & Associates, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (4) | 01/12/2015 | P | 462,637(5) | (4) | (6) | Common Stock | 462,637(5) | $0 | 462,637(5) | I | By A. M. Pappas Life Science Ventures III, L.P.(7) | |||
Series A Convertible Preferred Stock | (4) | 01/12/2015 | P | 28,763(5) | (4) | (6) | Common Stock | 28,763(5) | $0 | 28,763(5) | I | By PV III CEO Fund, L.P.(8) | |||
Series B Convertible Preferred Stock | (4) | 01/12/2015 | P | 540,470(5) | (4) | (6) | Common Stock | 540,470(5) | $0 | 540,470(5) | I | By A. M. Pappas Life Science Ventures III, L.P.(7) | |||
Series B Convertible Preferred Stock | (4) | 01/12/2015 | P | 33,597(5) | (4) | (6) | Common Stock | 33,597(5) | $0 | 33,597(5) | I | By PV III CEO Fund, L.P.(8) | |||
Series C Convertible Preferred Stock | (4) | 01/12/2015 | P | 334,722(5) | (4) | (6) | Common Stock | 334,722(5) | $0 | 334,722(5) | I | By A. M. Pappas Life Science Ventures III, L.P.(7) | |||
Series C Convertible Preferred Stock | (4) | 01/12/2015 | P | 20,808(5) | (4) | (6) | Common Stock | 20,808(5) | $0 | 20,808(5) | I | By PV III CEO Fund, L.P.(8) | |||
Stock Option (Right to Buy) | $4.07(2) | 03/23/2015 | M | 5,528 | (9) | 02/29/2016 | Common Stock | 5,528 | $0 | 0 | I | By A.M. Pappas & Associates, LLC(3) | |||
Stock Option (Right to Buy) | $10 | 05/05/2015 | A | 5,954 | (10) | 05/05/2025 | Common Stock | 5,954 | $0 | 5,954 | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents shares acquired on March 23, 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. |
2. Exercise price reflects the 1-for-40.7 reverse stock split effected on April 17, 2015. |
3. 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. |
4. Each share of Series A, 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. These options were fully vested. |
10. These 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 Arthur M. Pappas (power of attorney previously filed) | 05/07/2015 | |
/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas Life Science Ventures III, L.P. (power of attorney previously filed) | 05/07/2015 | |
/s/ Miranda S. Hirner, Attorney-in-Fact for PV III CEO Fund, L.P. (power of attorney previously filed) | 05/07/2015 | |
/s/ Miranda S. Hirner, Attorney-in-Fact for A.M. Pappas & Associates, LLC (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. |