SEC Form 4 · accession 0000911916-15-000160
CoLucid Pharmaceuticals, Inc. · CLCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard J Markham
Director · 10% Owner
Care Capital Investments III L.P.
10% Owner
Care Capital III LLC
10% Owner
Period of report
May 5, 2015
Accepted (ET)
May 7, 2015 · 12:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348649
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2,F4,F5,F1,F3 | — | Jan 12, 2015 | P | 959,872 | A | — | — | Common Stock | 959,872 | 959,872 | I |
| Series B Convertible Preferred StockF2,F4,F6,F1,F3 | — | Jan 12, 2015 | P | 16,041 | A | — | — | Common Stock | 16,041 | 16,041 | I |
| Series C Convertible Preferred StockF2,F4,F5,F1,F3 | — | Jan 12, 2015 | P | 320,295 | A | — | — | Common Stock | 320,295 | 320,295 | I |
| Series C Convertible Preferred StockF2,F4,F6,F1,F3 | — | Jan 12, 2015 | P | 5,353 | A | — | — | Common Stock | 5,353 | 5,353 | I |
| Stock Option (Right to Buy)F7 | $10.00 | May 5, 2015 | A | 5,954 | A | — | May 5, 2025 | Common Stock | 5,954 | 5,954 | D |
Explanation of responses
- F1Each 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.
- F2Represents 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.
- F3The 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.
- F4Care 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.
- F5Represents 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.
- F6Represents 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.
- F7Options fully vest immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015.