SEC Form 4 · accession 0000911916-15-000164
CoLucid Pharmaceuticals, Inc. · CLCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Arthur M Pappas
Director · 10% Owner
A.M. Pappas & Associates, LLC
10% Owner
PV III CEO Fund, L.P.
10% Owner
Period of report
May 5, 2015
Accepted (ET)
May 7, 2015 · 12:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348649
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 23, 2015 | M | 5,528 | $4.07 | A | 5,528 | I | By A.M. Pappas & Associates, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF5,F7,F4,F6 | — | Jan 12, 2015 | P | 462,637 | A | — | — | Common Stock | 462,637 | 462,637 | I |
| Series A Convertible Preferred StockF5,F8,F4,F6 | — | Jan 12, 2015 | P | 28,763 | A | — | — | Common Stock | 28,763 | 28,763 | I |
| Series B Convertible Preferred StockF5,F7,F4,F6 | — | Jan 12, 2015 | P | 540,470 | A | — | — | Common Stock | 540,470 | 540,470 | I |
| Series B Convertible Preferred StockF5,F8,F4,F6 | — | Jan 12, 2015 | P | 33,597 | A | — | — | Common Stock | 33,597 | 33,597 | I |
| Series C Convertible Preferred StockF5,F7,F4,F6 | — | Jan 12, 2015 | P | 334,722 | A | — | — | Common Stock | 334,722 | 334,722 | I |
| Series C Convertible Preferred StockF5,F8,F4,F6 | — | Jan 12, 2015 | P | 20,808 | A | — | — | Common Stock | 20,808 | 20,808 | I |
| Stock Option (Right to Buy)F3,F2,F9 | $4.07 | Mar 23, 2015 | M | 5,528 | D | — | Feb 29, 2016 | Common Stock | 5,528 | 0 | I |
| Stock Option (Right to Buy)F10 | $10.00 | May 5, 2015 | A | 5,954 | A | — | May 5, 2025 | Common Stock | 5,954 | 5,954 | D |
Explanation of responses
- F1Represents 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.
- F10These options fully vest immediately prior to the start of the Issuer's first annual meeting of stockholders following May 5, 2015.
- F2Exercise price reflects the 1-for-40.7 reverse stock split effected on April 17, 2015.
- F3Represents 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.
- F4Each 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.
- F5Represents 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.
- F6The 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.
- F7Represents 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.
- F8Represents 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.
- F9These options were fully vested.